Common use of Accounts Receivable and Inventory Clause in Contracts

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 consistent with historical practices.

Accounts Receivable and Inventory. (a) The accounts receivable of the Company as set forth Members reflected on the Company Audited Financial Statements and the accounts receivable arising after the Audited Balance Sheet or arising since the Balance Sheet Date, to the extent not paid in full Date have arisen from bona fide transactions entered into by the account debtor prior to Company Members involving the Agreement Date, (a) are valid and genuine and have arisen solely out sale of bona fide sales and deliveries of goods, performance goods or the rendering of services and other business transactions in the ordinary course Ordinary Course of business Business consistent with past practice. Such accounts receivable are collectible in the Ordinary Course of Business consistent with past practice, and (b) are collectibleexcept, net in the case of accounts receivable shown on the Audited Balance Sheet, to the extent of the allowance for collection lossesreserves set forth on the Audited Balance Sheet (which reserves are adequate and calculated consistent with past practice in the preparation of the Financial Statements). Except as set forth in Section 3.10(a) of the Disclosure Schedule, and not subject none of the Company Members have granted, or agreed to valid defensesgrant, setany rebates, concessions, discounts, write-offs or counterclaims. The allowance for collection losses on the Company Balance Sheet and, allowances with respect to any accounts receivable arising since the Balance Sheet Date, the allowance for collection losses shown on the accounting records or with respect to any current customer engagements or proposed engagements. There are no material disputes with respect to any of the accounts receivable of any Company have been determined in accordance with GAAP consistent with historical practice Member as of the Company, provided that in the event historical practice deviates from GAAP, historical practice shall prevailClosing Date. (b) The inventories shown on the Inventory of each Company Balance Sheet (net Member consists of any reserve on the Company Balance Sheet) or thereafter acquired by the Group Companies, consisted of items of a quantity Inventory that is usable and quality usable or salable in the ordinary course Ordinary Course of business. Since Business consistent with past practice and is fit for the Company Balance Sheet Datepurpose for which it was manufactured or procured and includes no damaged, the Group Companies have continued to replenish inventories obsolete or spoiled items or items of below standard quality, except for obsolete, damaged, defective or slow-moving items that have, 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 historical accounting policies 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 procedures of the applicable Company Products. The values at which inventories are carried reflect the inventory valuation policy of the CompanyMember, 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 been written off or written down to provide fair market value or for all slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values and such inventory which adequate reserves are adequate. No Group Company has any commitments to purchase inventory, except in the ordinary course of business consistent with historical practiceshave been established.

Accounts Receivable and Inventory. (a) The accounts receivable All Accounts Receivable reflected on the Latest Balance Sheets, and all Accounts Receivable arising subsequent to the date of the Latest Balance Sheets, have arisen from bona fide sales transactions in the ordinary course of business of the Company as set forth on or any other entity of the Company Balance Sheet or arising since the Balance Sheet Date, Group on trade terms consistent with past practices. If such Accounts Receivable have been sold pursuant to the extent not paid in full Factoring Agreement then the terms and provisions of the Factoring Agreement applies and such amounts are therefore considered by the account debtor prior Company to be payable to it pursuant to the Factoring Agreement Date(and are no longer considered Accounts Receivable of the Company Group) (net of reserves established therefor by the Company Group). All Account Receivable (net of reserves established therefor by the Company Group), (a) are represent valid and genuine binding obligations due to the Company or any other entity of the Company Group, enforceable in accordance with their terms, and (b) (with respect to Accounts Receivable other than those factored pursuant to the Factoring Agreement) have arisen solely out been collected or are collectible in the ordinary course of bona fide sales business of the Company or any other entity of the Company Group in the aggregate recorded amounts thereof in accordance with their terms without valid set-off or counterclaim. Schedule 3.14 lists all of the Accounts Receivable which are owned by the Company at December 31, 1998. All the Inventory acquired since January 1, 1999, consists of a quality and deliveries of goods, performance of services quantity usable and other business transactions salable 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 defensesnormal and customary Company Group policies for spoilage, set-offs or counterclaimsdamage and outdated items. The allowance for collection losses on All items included in the Company Balance Sheet and, with respect to accounts receivable arising since Inventory are the Balance Sheet Date, the allowance for collection losses shown on the accounting records property 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 or 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 other entity of the Company Products. The values at which inventories Group, and except for the Permitted Liens, mechanics, warehouse, materialmen, and similar liens, are carried reflect free and clear of any Lien, have not been pledged as collateral, are not held by the inventory valuation policy Company or any other entity of the Company, Company Group on consignment from others and conform in all material respects to all standards applicable to such Inventory which is consistent with finished goods inventory or 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, use or unusable inventories to their estimated useful or scrap values and such inventory reserves are adequate. No Group Company has sale imposed by any commitments to purchase inventory, except in the ordinary course of business consistent with historical practicesLaw.

Accounts Receivable and Inventory. (a) The All accounts receivable of the Company Companies, including those that are reflected on the balance sheet included in the Unaudited Financial Statements (collectively, the “Accounts Receivable”), represent legal, valid and binding obligations of the named account debtors arising in the Ordinary Course of Business, and, except as set forth on Section 4.24 of the Disclosure Schedule, as of the Execution Date, none of the Accounts Receivable are more than 60 days outstanding. Except as set forth on Section 4.24 of the Disclosure Schedule, subject to the reserves provided for on such balance sheet, each of the Accounts Receivable will be collected in full in the Ordinary Course of Business, without any defense, set-off or counterclaim, within 60 days after the billing date of such Account Receivable. No Company Balance Sheet or arising since has received any written notice from any obligor of an Accounts Receivable challenging such obligor’s obligation to pay its Accounts Receivable due to such Company, other than as reserved for on such balance sheet. Since the Balance Sheet Date, no Company has (i) disposed of or transferred any Accounts Receivable except through the collection thereof in accordance with their terms or (ii) acquired or permitted to the extent not paid in full by the account debtor prior to the Agreement Datebe created any Accounts Receivable, (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 than in the ordinary course 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 counterclaimsBusiness. The allowance reserve for collection losses bad debts shown on the Company Balance Sheet andbalance sheets contained within the Financial Statements or, with respect to accounts receivable arising since after the Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Company Companies have been determined in accordance with GAAP consistent with historical practice subject to normal year-end adjustments and the absence of the Company, provided that disclosures normally made in the event historical practice deviates from GAAP, historical practice shall prevailfootnotes. (b) The inventories shown on Inventory (other than Hydrocarbon Inventory) used in the Company Balance Sheet (net conduct of any reserve on the Company Balance Sheet) operations of the business of the Companies reflected in the Unaudited Financial Statements or thereafter acquired by since the Group Companiesdate thereof, consisted was acquired and has been maintained in the Ordinary Course of items of a quantity Business, is not obsolete and quality is usable or salable saleable in the ordinary course Ordinary Course of business. Since the Company Balance Sheet DateBusiness, the Group Companies have continued subject 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 reserves for obsolescence as are set forth 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 Unaudited Financial Statements in accordance with GAAP, provided that in GAAP consistently applied throughout the event historical practice deviates from GAAP, historical practice shall prevail. Since period covered by 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 consistent with historical practicesUnaudited Financial Statements.

Accounts Receivable and Inventory. (a) The Subject to the applicable reserve for bad debts (which were determined in accordance with GAAP consistent with past practice) on the Most Recent Balance Sheet, all accounts receivable of the Company as set forth reflected on the Most Recent Balance Sheet were valid receivables as of such date subject to no setoffs or counterclaims. All accounts receivable reflected in the financial or accounting records of the Company will be valid receivables subject to no setoffs or counterclaims, subject to a reserve for bad debts in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. (b) All items in the inventories of the Company (the "INVENTORY") reflected on the Most Recent Balance Sheet or arising since existing at the Balance Sheet Date, to the extent not paid in full by the account debtor prior to the Agreement Date, (a) date hereof are valid of a quality and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions quantity saleable or usable in the ordinary course of business consistent with past practice, and (b) are collectible, net practices of the allowance for collection lossesCompany, and not subject to valid defenses, set-offs the reserves or counterclaimsprovisions reflected in the Inventory valuation in the Most Recent Balance Sheet. 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 Said Inventory reflects reserves or provisions which were determined in accordance with GAAP consistent with historical practice of the Company's past practices and procedures for items which are below standard quality, provided that in the event historical practice deviates from GAAP, historical practice shall prevail. represent excess quantities or have become obsolete or unsaleable or unusable (bexcept at prices less than cost) 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 No material reserves or provisions for Inventory since the Company date of the Most Recent 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 writtenbeen, or are required to Seller’s knowledgebe, oral notice that it will experience recorded. Except for Inventory items in transit at any time or held by distributors, all Inventory items are located on the foreseeable future any material difficulty in obtaining, in premises of 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 Leased Real Property. Except as set forth on Schedule 5.26 of the Company Products. The values at which inventories are carried reflect Disclosure Schedule, since the inventory valuation policy date of the CompanyMost Recent Balance Sheet, which is consistent with its historical practices no Inventory items have been sold, leased or disposed of, except through sales 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 leases 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 consistent with historical past practices.