Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. (a) All accounts receivable of the Company that will be reflected on the Closing Balance Sheet (collectively, the "ACCOUNTS RECEIVABLE") will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Subject to the reserves shown on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice), each of the Accounts Receivable will be collected, in cash or by credit prior to the first anniversary of the Closing Date. There will be no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course of Business, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Schedule 3.12(a) of the Disclosure Letter contains a complete and accurate list, in all material respects, of all Accounts Receivable (without naming the obligors) as of March 24, 2006, which list sets forth the aging of such Accounts Receivable that have aged by (i) less than 30 days, (ii) between 31 and 60 days, (iii) between 61 and 90 days and (iv) by more than 90 days. (b) Schedule 3.12(b) identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (c) Schedule 3.12(c) of the Disclosure Letter identifies (i) all non trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all non trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (d) The total amount of payments that would have been made by the Company on or before March 31, 2006 in the Ordinary Course of Business to National Distributors, Random House, Inc. or HarperCollins Publishers but for the closing of the transactions contemplated by this Agreement is $4,100,000.

Accounts Receivable and Payable. (a) All accounts receivable of the Company that will be reflected on the Closing Interim Balance Sheet (collectively, the "ACCOUNTS RECEIVABLE"“Accounts Receivable”) will represent represented valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Subject to the reserves shown on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice), each of the Accounts Receivable not heretofore collected or written off will be collected, in cash or by credit during the Survival Period except for (i) Accounts Receivable of a customer that following the Closing Date ceases doing business with the Company, so long as the Company had no Knowledge prior to the first anniversary Closing Date that such customer intended to cease doing business with the Company after the Closing Date, and (ii) Accounts Receivable payable by a customer that is the subject of a bankruptcy proceeding commenced more than 90 days following the Closing Date. There will be no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course ordinary course of Businessbusiness, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable, except to the extent of the reserves shown on the Closing Balance Sheet or as disclosed in Schedule 3.9(a) of the Disclosure Letter. Schedule 3.12(a3.9(a) of the Disclosure Letter contains a complete and accurate list, in all material respects, of all Accounts Receivable (without naming accounts receivable of the obligors) Company as of March 24September 30, 20062005, which list sets forth the aging of such Accounts Receivable that have aged by (i) less than 30 days, (ii) between 31 and 60 days, (iii) between 61 and 90 days and (iv) by more than 90 daysaccounts receivable. (b) Schedule 3.12(b3.9(b) of the Disclosure Letter sets forth a correct and complete list of all outstanding trade accounts payable of the Company as of September 30, 2005, other than individual accounts payable of not more than $50,000 (“Trade Accounts Payable”). Schedule 3.9(b) also identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's ’s past practice for that creditor) by more than 120 days as of the date hereofSeptember 30, (ii) 2005, and all trade payables of the Company as to become due during which, to the fifteen (15) day period following Company’s Knowledge, the date hereofapplicable trade creditor has taken collection action at any time since June 30, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof2005. (c) Schedule 3.12(c3.9(c) of the Disclosure Letter sets forth a correct and complete list of all material outstanding non-trade accounts payable of the Company as of September 30, 2005 (“Non-Trade Accounts Payable” and, together with Trade Accounts Payable, “Accounts Payable”). Schedule 3.9(c) also identifies (i) all non non-trade payables accounts payable of the Company the payment of which is overdue (based on a due date consistent with the Company's ’s past practice for that creditor) by more than 120 days as of the date hereofSeptember 30, (ii) 2005, and all non non-trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (d) The total amount of payments that would have been made by the Company on or before March 31as to which, 2006 in to the Ordinary Course of Business to National DistributorsCompany’s Knowledge, Random Housethe applicable non-trade creditor has taken collection action at any time since June 30, Inc. or HarperCollins Publishers but for the closing of the transactions contemplated by this Agreement is $4,100,0002005.

Accounts Receivable and Payable. (a) All accounts receivable of the Company that will be reflected on the Closing Balance Sheet (collectively, the "ACCOUNTS RECEIVABLE") will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Subject to the reserves shown on the Closing Balance Sheet (which reserves reserves, based on information known at Closing, will be adequate and calculated consistent with past practice), each of the Accounts Receivable will be collected, in cash or by credit (including as provided in Section 6.8), during the Survival Period except for (i) Accounts Receivable of a customer that following the Closing Date ceases doing business with the Company, so long as Seller had no Knowledge prior to the first anniversary of Closing Date that such customer intended to cease doing business with the Company after the Closing Date, (ii) Accounts Receivable payable by a customer that is the subject of a bankruptcy proceeding commenced more than 90 days following the Closing Date, and (iii) Accounts Receivable from customers who are serviced by the Company through the Company's scan based trading system to the extent that such Accounts Receivable represent shrink (as that term is used in Exhibit 2.6). There will be no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course ordinary course of Businessbusiness, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable, except to the extent of the reserves shown on the Closing Balance Sheet or as disclosed in Schedule 3.12(a) of the Disclosure Letter. Schedule 3.12(a) of the Disclosure Letter contains a complete and accurate list, in all material respects, of all Accounts Receivable (without naming the obligors) as of March 24April 23, 20062005, which list sets forth the aging of such Accounts Receivable that have aged by (i) less than 30 days, (ii) between 31 and 60 days, (iii) between 61 and 90 days and (iv) by more than 90 daysReceivable. (b) Schedule 3.12(b) of the Disclosure Letter sets forth a correct and complete list of all outstanding trade accounts payable of the Company as of March 31, 2005, other than individual accounts payable of not more than $100,000. Schedule 3.12(b) also identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) by more than 120 days as of the date hereofMarch 31, (ii) 2005, and all trade payables of the Company as to become due during which, to Seller's Knowledge, the fifteen (15) day period following the date hereofapplicable trade creditor has taken collection action at any time since October 31, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof2004. (c) Schedule 3.12(c) of the Disclosure Letter sets forth a correct and complete list of all material outstanding non-trade accounts payable of the Company as of April 23, 2005. Schedule 3.12(c) also identifies (i) all non non-trade payables accounts payable of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) by more than 120 days as of the date hereof, (ii) all non trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (d) The total amount of payments that would have been made by the Company on or before March 31, 2006 in the Ordinary Course of Business to National Distributors2005, Random House, Inc. or HarperCollins Publishers but for the closing and all non-trade payables of the transactions contemplated by this Agreement is $4,100,000Company as to which, to Seller's Knowledge, the applicable non-trade creditor has taken collection action at any time since October 31, 2004.

Accounts Receivable and Payable. (a) All accounts receivable The accounts, notes and other receivables of the Company (the “Accounts Receivable”) that will be are reflected on the Closing Latest Balance Sheet arose in the Ordinary Course of Business and represent bona fide claims against debtors for sales actually made or services actually performed. The Accounts Receivable arising before the date hereof (collectivelyi) arose in the Ordinary Course of Business and (ii) represent bona fide claims against debtors for sales actually made or services actually performed. Other than as set forth on Section 3.25(a) of the Disclosure Schedule, (x) none of the "ACCOUNTS RECEIVABLE"Accounts Receivable are subject to any defenses, claim of offset, recoupment, set-off or counterclaim and, to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) will that could give rise to any such claim, and (y) all Accounts Receivable are, to the Company’s Knowledge, fully collectible in the Ordinary Course of Business consistent with past practice without cost to Parent or resort to litigation or extraordinary collection efforts therefor within ninety (90) days after the Closing. All Accounts Receivable arising out of or relating to the Business as of December 31, 2024 have been included in the Latest Balance Sheet, and all Accounts Receivable arising out of or relating to the Business as of the Closing Date, in each case, are calculated in accordance with GAAP applied on a consistent basis. (b) All accounts payable of the Company (the “Accounts Payable”) that are reflected on the Latest Balance Sheet represent valid obligations arising from sales actually made or services actually performed by third parties. All Accounts Payable arose in bona fide arm’s length transactions in the Ordinary Course of Business. Subject to the reserves shown Except as set forth on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice), each Section 3.25(b) of the Disclosure Schedule, no Accounts Receivable will be collected, Payable are delinquent in cash or by credit prior to the first anniversary of the Closing Datetheir payment. There will be is no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course of Business, off under any Applicable Contract with any obligor of an any Accounts Receivable Payable relating to the amount or validity of such Accounts ReceivablePayable. Schedule 3.12(a) All Accounts Payable arising out of or relating to the Disclosure Letter contains a complete Business as of December 31, 2024 have been included in the Latest Balance Sheet, and accurate list, in all material respects, of all Accounts Receivable (without naming Payable arising out of or relating to the obligors) as of March 24, 2006, which list sets forth the aging of such Accounts Receivable that have aged by (i) less than 30 days, (ii) between 31 and 60 days, (iii) between 61 and 90 days and (iv) by more than 90 days. (b) Schedule 3.12(b) identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) Business as of the date hereofClosing Date, (ii) all trade payables to become due during the fifteen (15) day period following the date hereofin each case, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (c) Schedule 3.12(c) of the Disclosure Letter identifies (i) all non trade payables of the Company the payment of which is overdue (based are calculated in accordance with GAAP applied on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all non trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereofbasis. (d) The total amount of payments that would have been made by the Company on or before March 31, 2006 in the Ordinary Course of Business to National Distributors, Random House, Inc. or HarperCollins Publishers but for the closing of the transactions contemplated by this Agreement is $4,100,000.

Accounts Receivable and Payable. (a) All of the accounts and notes receivable of the Company that will be reflected and its Subsidiaries set forth on Section 3.26(a) of the Closing Balance Sheet Disclosure Schedule: (collectively, the "ACCOUNTS RECEIVABLE"i) will represent valid obligations arising from sales actually made or transactions actually effected in the Ordinary Course of Business for goods or services delivered or rendered to unaffiliated customers in bona fide arm’s length transactions, (ii) constitute valid claims and (iii) are good and collectible at the aggregate recorded amounts thereof (net of such reserves) without right of recourse, defense, deduction, return of goods, counterclaim, or offset, it being understood by Parent that the representation in this clause (iii) is not a guarantee that such accounts and notes receivable will actually performed be collected by the Company. Section 3.26(a) of the Disclosure Schedule contains a true, correct and complete list of the outstanding accounts and notes receivable of the Company and its Subsidiaries as of October 31, 2006 broken out with respect to the aging of such accounts and notes receivable in terms of (i) less than 30 days past due; (ii) between 30 and 60 days past due; (iii) between 60 and 90 days past due; and (iv) over 90 days past due. (b) The accounts payable of the Company and its Subsidiaries set forth on Section 3.26(b) of the Disclosure Schedule arose from bona fide transactions with unaffiliated third parties in the Ordinary Course of Business. Subject to the reserves shown on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice), each of the Accounts Receivable will be collected, in cash or by credit prior to the first anniversary of the Closing Date. There will be no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course of Business, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Schedule 3.12(aSection 3.26(b) of the Disclosure Letter Schedule contains a true, correct and complete list of the outstanding accounts payable of the Company and accurate list, in all material respects, of all Accounts Receivable (without naming the obligors) its Subsidiaries as of March 24October 31, 2006, which list sets forth 2006 broken out with respect to the aging of such Accounts Receivable that have aged by accounts payable in terms of (i) less than 30 days, days past due; (ii) between 31 30 and 60 days, days past due; (iii) between 61 60 and 90 days past due; and (iv) by more than over 90 daysdays past due. (b) Schedule 3.12(b) identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (c) Schedule 3.12(c) of the Disclosure Letter identifies (i) all non trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all non trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof. (d) The total amount of payments that would have been made by the Company on or before March 31, 2006 in the Ordinary Course of Business to National Distributors, Random House, Inc. or HarperCollins Publishers but for the closing of the transactions contemplated by this Agreement is $4,100,000.