Accounts Receivable and Notes Receivable Sample Clauses

Accounts Receivable and Notes Receivable. (a) All accounts receivable and notes receivable due and uncollected of any Acquired Company reflected on the Financial Statements or arising subsequent to the Financial Statement Date (i) have arisen from bona fide transactions in the Ordinary Course of Business of such Acquired Company and (ii) represent valid obligations due to such Acquired Company. Each Acquired Company has good and marketable title to its accounts receivable, free and clear of all Liens. (b) Since the Financial Statement Date, there have not been any write-offs of any notes or accounts receivable of any Acquired Company nor is there any such write-off that has not been made but that is required to be made consistent with past practices, as of the date of this Agreement, except in each case for write-offs that were made in the Ordinary Course of Business and consistent with past practice.

Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable, provided, that any accounts receivable existing on the books of the Sellers as of December 31, 1995 attributable to sales to Terex Corporation or any

Accounts Receivable and Notes Receivable. 3.9.1 Attached hereto as Exhibit 3.9 is a true and complete list of all of the accounts receivable of the Acquired Company as of September 30, 1997 and all of the notes receivable of the Acquired Company as of such date. All sales and services made or provided on credit between September 30, 1997 and the Closing have been or will have been (as applicable) properly recorded on the books of the Acquired Company in the ordinary course of business. 3.9.2 All of the accounts receivable (net of the bad debt reserve established in the Actual Closing Balance Sheet described in Section 2.1.7.2, as may be modified pursuant to Section 3.9.3) will be paid when due in accordance with their terms (and, in any event, by June 1, 1998) and the notes receivable will be paid when due and in accordance with their terms. If any of the said notes receivable are not paid in full when due, Boyd ▇▇▇ offset, on an equal basis, the amounts held as Escrow Shares and Escrow Cash for any such unpaid note receivable, with an automatic reduction in the principal amount due under the Escrow Cash Note equal to any such reduction in the Escrow Cash. If any of the accounts receivable are not paid in full by June 1, 1998, (net of the bad debt reserve established in the Actual Closing Balance Sheet described in Section 2.1.7.2, as may be modified pursuant to Section 3.9.3), Boyd ▇▇▇ tender at any time prior to June 30, 1998 to the Shareholders any account receivable which remains uncollected (net of the bad debt reserve, as may be modified pursuant to Section 3.9.

Accounts Receivable and Notes Receivable. The accounts receivable and notes receivable of the Company and its Subsidiaries, other than those listed on Schedule 3.28 to the Company Disclosure Schedule, represent bona fide claims which the Company or its Subsidiaries have against debtors for sales or services arising on or before the Closing Date are not subject to counterclaims, setoffs or deductions of any kind except to the extent such counterclaims, setoffs or deductions would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and are not subject to additional requirements of performance by the Company or any Subsidiary of the Company. The aggregate amount of customer advance payments (i.e., payments in excess of actual work performed or materials supplied as of the date of such payment) received by the Company or any Subsidiary of the Company at or prior to the Closing Date with respect to such accounts receivable does not exceed $750,000. All of the accounts receivable and notes receivable have been created since the date of incorporation of the Company or any Subsidiary of the Company, pursuant to shipments of goods or services conforming to the terms of purchase orders executed by and received from unrelated third parties in the normal course of business. Such receivables have been recorded in accordance with the Company's historical revenue recognition policy. To the Company's knowledge, there are no pending insolvency, bankruptcy or similar proceedings involving any of the Company's or its Subsidiaries' customers, distributors, dealers or representatives.

Accounts Receivable and Notes Receivable. The accounts receivable and notes receivable of the Company, other than those listed on Schedule 3.21, represent bona fide claims which the Company has against debtors for sales or services arising on or before the Closing Date, to the Knowledge of the Company, are not subject to counterclaims, setoffs or deductions of any kind, and are not subject to additional requirements of performance by the Company. The aggregate amount of customer advance payments (i.e., payments in excess of actual work performed or materials supplied as of the date of such payment) received by the Company at or prior to the Closing Date with respect to such accounts receivable are set forth on the Balance Sheet and Recast Balance Sheet as such. All of the accounts receivable and notes receivable have been created since September 1, 1995, pursuant to shipments of goods or services conforming to the terms of purchase orders executed by and received from unrelated third parties in the normal course of business. Such receivables have been recorded in accordance with the Company's historical revenue recognition policy and have been collected or are collectable in accordance with their terms at the full recorded amount thereof within such period of time as conforms to the Company's historic norms for collection of receivables.

Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable of CCC represent and constitute bona fide indebtedness owing to CCC in the amounts indicated in the Financial Statements and the Interim Financial Statements of CCC, with no known setoffs (other than CCC's customary allowances for uncollectible accounts and contractual adjustments as indicated thereon and adjusted for estimated recovery of bad debt). Neither CCC nor any of its respective officers, directors, employees or agents, on behalf of or for the benefit of Sellers, directly or indirectly, have (i) offered or paid any amount to, or made any financial arrangements with, any of Sellers' past or present customers or potential customers in order to obtain business from such customers, other than standard pricing or discount arrangements consistent with proper business practices, (ii) given, or agreed to give, or is aware that there has been made, or that there is an agreement to make any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past or present customer, supplier, source of financing, landlord, sub- tenant, license or anyone else at any time, (iii) or agreed to make, or is aware that there is any agreement to make any political contribution or any contributions, payment or gifts of their respective funds or property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift related to the business of Sellers and is illegal under the laws of the United States, any state thereof or any other jurisdiction (foreign or domestic), or (iv) made, or agreed to make, or is aware that there have been, or that there is any agreement to make, any payments to any person with the intention or understanding that any part of such payment was to be used directly or indirectly for the benefit of any past or present customer, employee, supplier or landlord of Sellers, or for any purpose other than that reflected in the documents supporting the payments.

Accounts Receivable and Notes Receivable. (a) The accounts receivable of ▇▇▇▇.▇▇▇ reflected on the ▇▇▇▇.▇▇▇ Balance Sheet are bona fide claims against debtors and, to the knowledge of ▇▇▇▇.▇▇▇, are collectible in full in the ordinary course of business subject to any amounts reserved on said balance sheet for doubtful accounts, except for any amounts the failure of which to collect would not have, individually or in the aggregate, a material adverse effect on ▇▇▇▇.▇▇▇. (b) The notes receivable of ▇▇▇▇.▇▇▇ set forth on Schedule 2.10(b) have an aggregate principal amount outstanding equal to $65,448.48, are bona fide claims against debtors and, to the knowledge of ▇▇▇▇.▇▇▇, are collectible in full in the ordinary course of business subject to any amounts reserved on said balance sheet for doubtful accounts, except for any amounts the failure of which to collect would not have, individually or in the aggregate, a material adverse effect on ▇▇▇▇.▇▇▇.

Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable constituting a part of the Assets represent and constitute bona fide indebtedness owing to Seller for services actually performed or for goods or supplies actually provided in the amounts indicated on the Financial Statements referred to in Section 3.4 with no known set-offs, deductions, compromises, or reductions (other than reasonable allowances for bad debts and contractual allowances in an amount consistent with historical policies and procedures of Seller and which are taken into consideration in the preparation of the Financial Statements). This representation does not constitute a guaranty that such accounts receivable will be collected. Seller has made available to Buyer a complete and accurate aging report of all such accounts receivable and a schedule of all accounts receivable, whether recorded or unrecorded, which have been assigned to collection agencies or are otherwise held or assigned for collection.

Accounts Receivable and Notes Receivable. Except as set forth on Schedule 3.31, all accounts and notes receivable other than those related to the Excluded Business (the "Receivables") have arisen in the ordinary course of business, represent valid obligations owed to the Company for sales made, services performed or other charges, are not subject to claims or set-off or other defenses or counter-claims, and, subject only to consistently recorded reserves for bad debts (which have been recorded on the Financial Statements and books and records of the Company), have been collected or are collectible in the aggregate recorded amounts thereof in accordance with their terms, subject only to return rights in the ordinary course of business. All items which are required by GAAP to be reflected as Receivables on the Financial Statements and on the books and records of the Company are so reflected. Attachment 3.31 (a) is a true and complete aged list of all of the Receivables as of the Closing Date, and except as set forth on Attachment 3.31(a), none of the Receivables included in the Financial Statements are owed by the Sellers or relate to the Sellers or any employee, stockholder or affiliate of the Company. Attachment 3.31(b) separately sets forth, without giving effect to the transactions contemplated hereby, a list of any and all Receivables from the Sellers, employees, stockholders and Affiliates of the Company including, without limitation, all notes, loans, advances or other monies owed to the Company by any past or present employee. Schedule 3.31(c) separately sets forth a list of any and all Receivables relating to the Excluded Business on the date of its transfer.