Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. All of the accounts receivable and trade accounts of the Company (the “Receivables”) are bona fide, legal, valid and binding obligations, arose in the ordinary course of business, are carried on the records of the Company at values consistently determined in accordance with GAAP and the Company’s past practice, are correct in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, no Person has any Lien (other than a Permitted Encumbrance) on any of such accounts receivable, and no request or agreement for any deduction or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves for doubtful accounts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, all Receivables represent products delivered or services actually performed by the Company in the conduct of the Business in the ordinary course. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Company’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At the Closing Date, except as set forth in Section 3.11 of the Disclosure Schedule, all accounts payable will have been incurred in exchange for goods or services delivered or rendered to the Company in the ordinary course of business, and the Company has not guaranteed or agreed to guarantee any debt, liability or other obligation of any Person.

Accounts Receivable and Payable. All of Subject to any reserves set forth in the Interim Balance Sheet, all accounts receivable and trade accounts of the Company (and each of its Subsidiaries shown on the “Receivables”) Interim Balance Sheet and, as of the Closing Date, all accounts receivable of the Company and each Company Subsidiary reflected on the books and records of the Company and Company Subsidiaries, are valid receivables subject to no setoffs or counterclaims, and represent and will represent bona fidefide claims against debtors for sales and other charges, legal, valid and binding obligations, arose are not subject to discount except for normal cash and immaterial trade discounts and freight ▇▇▇▇ adjustments in the ordinary course of business, are carried on the records of the Company at values consistently determined in accordance business consistent with GAAP and the Company’s past practice, are correct in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, no Person has any Lien (other than a Permitted Encumbrance) on any of such accounts receivable, and no request or agreement for any deduction or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves The amounts carried for doubtful accounts set forth and allowances disclosed in the Most Recent Financial Statements. Except as set forth in Section 3.11 Interim Balance Sheet are reasonably sufficient to provide for any losses which may be sustained on realization of the Disclosure Schedulereceivables based on historical averages for such losses or Knowledge of customer inability to pay. The amounts carried as reserves for expenses, including, without limitation, all Receivables represent products delivered or expenses for services actually performed by the Company in the conduct of the Business in the ordinary course. Deferred revenues are presented rendered and goods purchased, and revenue adjustments on the Financial StatementsInterim Balance Sheets are sufficient, in accordance with GAAP and all material respects, for the Company’s past practice, with respect payment of (i) expenses incurred prior to the Company’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At the Closing Date, except as set forth in Section 3.11 other than Transaction Expenses incurred by the Company or any Company Subsidiary (ii) current revenue adjustments and (iii) adjustments for billing corrections which arise prior to twelve (12) months from the date of the Disclosure Schedule, all accounts payable will have been incurred in exchange for goods Interim Balance Sheet. There are no unpaid material invoices or services delivered or rendered bills representing amounts alleged to be owed by the Company in the ordinary course or any Company Subsidiary, or other alleged obligations of business, and the Company or any Company Subsidiary, which the Company or such Company Subsidiary, as the case may be, has not guaranteed disputed or agreed determined to guarantee any debt, liability dispute or other obligation of any Personrefuse to pay.

Accounts Receivable and Payable. All (a) Except as disclosed on Section 5.24 of the Disclosure Schedule, all accounts and notes receivable and trade accounts of the Company (and its Subsidiaries represent obligations to the “Receivables”) are Company or its Subsidiaries arising from bona fide, legal, valid and binding obligations, arose fide sale transactions in the ordinary course of business, are carried legal, valid and binding claims against the respective debtors as to which full performance has been rendered, to the extent the Company or any of its Subsidiaries are obligated to so perform as of the Effective Time, and are payable on ordinary trade terms. All accounts and notes receivable of the Companies reflected on the records Interim Financial Statements are good and collectible at the aggregate recorded amounts thereof, net of the Company at values consistently determined any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Company’s past practice, are correct in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 date of the Disclosure Schedule, no Person has any Lien (other than a Permitted Encumbrance) on any of such accounts receivable, Interim Financial Statements are good and no request or agreement for any deduction or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves for doubtful accounts set forth in collectible at the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, all Receivables represent products delivered or services actually performed by the Company in the conduct of the Business in the ordinary course. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Company’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At the Closing Date, except as set forth in Section 3.11 of the Disclosure Schedule, all accounts payable will have been incurred in exchange for goods or services delivered or rendered to the Company aggregate recorded amounts thereof in the ordinary course of business, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. Except as set forth on Section 5.24 of the Disclosure Schedule, none of the accounts or the notes receivable of the Company has or any of its Subsidiaries (i) are subject to any setoffs or counterclaims other than to the extent of reserves or accruals appropriately reflected on the Latest Balance Sheet in accordance with GAAP, or (ii) represent obligations for goods sold on consignment, on approval or on sale or return basis or subject to any other repurchase or return arrangement. (b) All accounts payable of the Company and its Subsidiaries reflected in the Interim Financial Statement or arising after the latest date of the Interim Financial Statements are the result of bona fide transactions in the ordinary course of business and have been paid or are not guaranteed or agreed to guarantee any debt, liability or other obligation of any Personyet due and payable.

Accounts Receivable and Payable. All (a) A true, correct and complete list of the accounts receivable receivable, notes receivable, other receivables and trade accounts of the Company (the “Receivables”) are bona fideas of September 30, legal2024, valid showing the breakdown and binding obligationsaging thereof, arose is included in the ordinary course of business, are carried on the records Section 3.11(a)(i) of the Company Disclosure Schedule. All Receivables are good and collectible at values consistently the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were determined in accordance with GAAP and the Company’s past practice, are correct in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, no No Person has any Lien (other than a Permitted Encumbrance) on any of such accounts receivablethe Receivables, and no request or agreement for any deduction or discount has been made with respect to any of such accounts receivable the Receivables except as fully and adequately reflected in reserves for doubtful accounts set forth in the Most Recent Financial StatementsStatements or as set forth in Section 3.11(a)(ii) of the Disclosure Schedule. Except as set forth in Section 3.11 3.11(a)(iii) of the Disclosure Schedule, all Receivables represent products delivered or services actually performed by the Company in the conduct Ordinary Course of the Business in the ordinary courseBusiness. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Company’s (ai) billed but unearned Receivables; (bii) previously billed and collected Receivables still unearned; and (ciii) unearned customer deposits. (b) A true, correct and complete list of the accounts payable, notes payable and other payables of the Company as of September 30, 2024, showing the breakdown and aging thereof, is included in Section 3.11(b)(i) of the Disclosure Schedule. At the Closing Date, except as set forth in Section 3.11 3.11(b)(ii) of the Disclosure Schedule, all accounts payable will have been incurred in exchange for goods or services delivered or rendered to the Company in the ordinary course Ordinary Course of businessBusiness, and the Company has not guaranteed or agreed to guarantee any debt, liability or other obligation of any Person. All accounts payable reflected in the Most Recent Financial Statements or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable.

Accounts Receivable and Payable. All (a) Sellers have made available to the Buyer a correct and complete list and the aging of all accounts receivable of the accounts receivable and trade accounts Utz Companies as of the Company Effective Date (“Accounts Receivable”). The Accounts Receivable represent valid obligations and bona fide transactions arising from or relating to sales actually made by the “Receivables”) are bona fide, legal, valid and binding obligations, arose in the ordinary course of business, are carried on the records of the Company at values consistently determined in accordance with GAAP Utz Companies and the Company’s past practiceAccounts Receivable are, are correct in all respects, and are subject to the reserve for bad debts applicable reserves, not subject to any known refunds or adjustments or any defenses or rights of set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, no Person has any Lien off or other Liens (other than a Permitted Encumbrance) on Liens). All such Accounts Receivable relate solely to the sale of goods to customers of the Utz Companies, none of whom are Affiliates of any of such accounts receivable, and no request or agreement for any deduction or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves for doubtful accounts set forth in the Most Recent Financial Statements▇▇▇ Company. Except as set forth in Section 3.11 of the Disclosure Schedule, all Receivables represent products delivered or services actually performed by the Company in the conduct of the Business in the ordinary course. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Company’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At extent paid prior to the Closing Date, except as set forth in Section 3.11 to the Knowledge of the Disclosure ScheduleCompany the Accounts Receivable are, all or will be as of the Closing Date, collectible net of the respective reserve shown in the corresponding line items on the Financial Statements or on the accounting records of Utz Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice). To the Knowledge of the Company, no ▇▇▇ Company has received written notice from or on behalf of any obligor of any material Accounts Receivable that such obligor is unwilling or unable to pay a material portion of such Accounts Receivable. (b) All accounts payable will of the Utz Companies, whether reflected on the Latest Balance Sheet or subsequently created, are valid payables that have been incurred in exchange for goods or services delivered or rendered to the Company arisen from bona fide transactions in the ordinary course Ordinary Course of businessBusiness of the Utz Companies. Since the date of the Latest Balance Sheet, and the Company has not guaranteed or agreed to guarantee any debtUtz Companies have paid their accounts payable in the Ordinary Course of Business, liability or other obligation of any Personexcept for those which are being disputed in good faith.

Accounts Receivable and Payable. All (a) Section 2.24(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging of the accounts receivable and trade accounts of the Company as of the date of the Interim Balance Sheet. All accounts and notes receivable reflected on the Interim Balance Sheet and all accounts and notes receivable to be reflected on the books of the Company as of the Closing (the “Receivables”net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are bona fide, legal, valid and binding obligations, arose receivables arising in the ordinary course of business, business consistent with past practice and are carried current and collectible at the amounts set forth on the records books of the Company at values consistently as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP GAAP) within 90 days after the Closing and the Company’s past practice, are correct will be demanded in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statementsfull when due. Except as set forth in Section 3.11 of the Disclosure Schedule, no Person has any Lien (other than a Permitted Encumbrance) on any of such accounts receivable, and no request or No agreement for any deduction deduction, free goods, discount, refund, adjustment, right of set-off or discount other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable except as fully and adequately reflected and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in reserves for doubtful accounts set forth in the Most Recent Financial Statements. Except as set forth in full. (b) Section 3.11 2.24(b) of the Disclosure ScheduleSchedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all Receivables represent products delivered or services actually performed customer deposits and other deposits held by the Company in the conduct as of the Business in the ordinary coursedate of this Agreement. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Company’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At the Closing Date, except as set forth in Section 3.11 of the Disclosure Schedule, all All accounts payable will have been were incurred in exchange for goods or services delivered or rendered to the Company in the ordinary course of businessbusiness consistent with past practice, and are valid payables for products or services purchased by the Company has and are not guaranteed or agreed to guarantee past due and in no event are any debt, liability or other obligation of any Personpayables more than 90 days past the invoice date.