Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Except as disclosed ------------------------------ in Section 3.23 of the Company Disclosure Schedule. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 2000, 1997 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in --------------------- the Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. . (b) As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Annual Report on Form 10-Q K for the quarter year ended March January 31, 2000, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the --------------------- Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. . (b) As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-slow- moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company Parent included in the CompanyParent's Quarterly Report on Form 10-Q for the quarter ended March 31November 30, 2000, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Parent Balance Sheet"), the accounts receivable shown in the Company Parent Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Parent Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Parent Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company Parent and its Subsidiaries arising after the date of the Company Parent Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Parent Balance Sheet is believed by the Company Parent as of the date of this Agreement such Parent Balance Sheet to be sufficient to provide for any losses which may be sustained or realization of failure to realize the accounts receivable shown in the Company Parent Balance Sheet. . (b) As of the date of the Company Parent Balance Sheet, the inventories shown on the Company Parent Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were manufactured or acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Parent Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the CompanyParent's past practices, and provision has been made or reserves have been established on the Company Parent Balance Sheet, in each case in an amount believed by the Company Parent as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable a) The Accounts Receivable shown in the Company Interim Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement that constitute Purchased Assets to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects purchased under Section 2.01 arose in the ordinary course of business consistent with past practicespractice. All such inventories Allowances for doubtful accounts are valued on the Company Balance Sheet adequate and have been prepared in accordance with GAAP applied on a basis and in accordance with the past practices of the Company. The Accounts Receivable of the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and prior to the Closing Date, as determined in the ordinary course of business consistent with the past practices of the Company's past practices, . No Person has any Encumbrance on any Accounts Receivable and provision no agreement for deduction or discount has been made or reserves have been established on with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable of the Company Balance Sheetin the aggregate and by customer, in each case in an amount believed by and indicates the amounts of allowances for doubtful accounts. The Company as does not have any Accounts Receivable from any director, officer or employee or Affiliate of the date Company. (b) Except as set forth on Schedule 3.06(b), the Company’s Inventory is merchantable and fit for the purpose for which it was procured or manufactured, and none of this Agreement to be adequate, for all which is slow-moving, obsolete or unusable inventoriesdefective, subject only to the reserve for inventory write-down set forth on the Latest Balance Sheet Date (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Annual Report on Form 10-Q K for the quarter year ended March December 31, 2000, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement such the Company Balance Sheet to be sufficient to provide for any losses which may be sustained or realization of failure to realize the accounts receivable shown in the Company Balance Sheet. . (b) As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were manufactured or acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any (a) All Accounts Receivable are presented on the Financial Statements net of reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheetdoubtful accounts, bona fide claims against debtors for salessales or other charges arising in the ordinary course of the Business, leasesand, licenses to the Knowledge of the Sellers, no debtor thereunder has asserted any defense thereto. Adequate reserves have been accrued and other chargesmaintained in the Financial Statements to provide for all doubtful accounts of, valid counterclaims or setoff by, rebates, discounts and allowances to, and returns from, any customers of the Company, and such reserves were established in a manner consistent with the Company’s collection experience in prior periods. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose Accounts Receivable are collectible in the ordinary course of business and, as (without the necessity of legal proceedings) and are free and clear of all Liens. The Company has fully performed all obligations with respect to such Accounts Receivable that it was obligated to perform to the date hereof. (b) All of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts finished goods and allowances disclosed in the Company Balance Sheet is believed supplies owned by the Company as of and relating to the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date Business and all rights of the Company Balance Sheetto warranties received from its vendors with respect to the foregoing (to the extent assignable) and related claims, credits, and rights of recovery with respect thereto (the inventories shown “Inventory”) reflected on the Company Balance Sheet consisted in all material respects Financial Statements (i) consist of items or shall consist of a quality and quantity and quality usable or saleable in the ordinary course of business. All of such inventories were business with markups consistent with past practice, (ii) was acquired in the ordinary course of business andthe Business, as and (iii) is of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practicesgood and merchantable quality. All such inventories are valued Inventory is reflected on the Company Balance Sheet Financial Statements in accordance with GAAP applied and net of appropriate obsolescence and shrinkage reserves, including reserves for damaged, excess and slow-moving inventory. Except as set forth on a basis consistent Schedule 4.24, the Company has good and marketable title to all Inventory, free and clear of any Liens. The Company is not under any liability or obligation with respect to the return of Inventory in the possession of customers in excess of established reserves. The Company holds no Inventory on consignment except as set forth on Schedule 4.24, or holds title to or ownership of any Inventory in the possession of others. Schedule 4.24 lists all physical locations other than the Company's past practices, and provision has been made ’s stores or reserves have been established on warehouses where the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriesInventory is located.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All a) The accounts receivable of the Company and its Subsidiaries as set forth on the Balance Sheet or arising after since the date of thereof are, to the Company Balance Sheet through extent not paid in full by the account debtor prior to the date of this Agreement arose in the ordinary course of business andhereof, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts valid and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreementgenuine, have been replenished in all material respects 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 practicespractice. All such inventories are valued 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 and its Subsidiaries, have been determined in accordance with GAAP applied consistent with past practice. (b) The Acquired Companies have good and valid title to all inventory of the Acquired Companies, free and clear of any Liens. All inventory consists of a quality and quantity usable and salable in the ordinary course of business. The quantities of each item of inventory are not excessive and are reasonable in the present circumstances of the Acquired Companies. The Acquired Companies manage levels, purchase orders, and transfers of inventory to ensure continuity of supply. All work in process and finished goods inventory is free of any material defect or other deficiency. No inventory is held on a basis consistent with the Company's past practices, and provision has been made or reserves have been established consignment basis. Except as may be appropriately reserved on the Company Balance Sheetbooks and records of the Acquired Companies, in each case in an amount believed by the Company none of such inventory that constitutes trade inventory is obsolete and, as of the date Closing, each item of this Agreement to inventory on hand or on order will, based upon the current forecasts of the Acquired Companies, be adequateshipped with at least [***] months remaining until its expiry date. None of such inventory that constitutes sample inventory is obsolete and, as of the Closing, each item of inventory will have at least [***] months remaining until its expiry date. The aggregate inventory value for all slow-moving, obsolete or unusable inventoriesthe Marketed Products at each of the Acquired Companies’ wholesalers does not exceed the level of cumulative unit demand at such wholesaler for the previous [***] weeks.

Accounts Receivable; Inventory. Subject to any reserves allowances set forth in the balance sheet of the Company included in the CompanyTarget's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet Sheet, arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries Target arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves allowances consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a merchantable condition and of a quantity and quality suitable, usable or saleable in the ordinary course of business. All of such inventories were acquired and salable in the ordinary course of business and, as of for the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practicespurpose for which they are intended. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves sufficient allowances have been established on the Company Balance Sheet, in each case in an adequate amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories. The inventories shown in the Balance Sheet do not consist of any manufactured to customer specifications effectively rendering the Inventories saleable only to that customer.

Accounts Receivable; Inventory. Subject to any GAAP reserves set forth in the unaudited consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31and its subsidiaries at December 28, 2000, as filed with the SEC prior to the date of this Agreement 2002 (the "Unaudited Company Balance Sheet"), all inventories, accounts and notes receivable of the accounts receivable shown Company and its subsidiaries reflected in the Unaudited Company Balance Sheet arose have arisen in the ordinary course of business; business and were not, as of the date of the Company Balance Sheet, not subject to any material discount, vendor margin agreements, "high/low" holdbacks, contingency, "make whole," chargebacks, writeoffs, writedowns, "make good", guaranty, return, allowance, claim of offset or recoupment recoupment, counterclaim or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and Liens (other chargesthan Permitted Liens). All accounts and notes receivable of the Company and its Subsidiaries subsidiaries arising after subsequent to the date of the Unaudited Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, and are not subject to any material discount, vendor margin agreements, "high/low" holdbacks, contingency, "make whole", chargebacks, writeoffs, writedowns, "make good", guaranty, discount, return, allowance, claim of offset or recoupment recoupment, counterclaim or counterclaimLiens (other than Permitted Liens), except for normal GAAP reserves consistent with past custom and practice. The amount carried reserves for doubtful accounts and allowances disclosed in set forth on the Unaudited Company Balance Sheet is believed and notes are evaluated by the Company as of the date of this Agreement to be sufficient quarterly and have been established in accordance with past custom and practice and are substantially adequate to provide for any all losses which may be sustained or on realization of the accounts receivable shown in on the Unaudited Company Balance Sheet. As of the date of the Company Balance Sheet, the The inventories shown on the Unaudited Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, and have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, custom and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriespractice.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Annual Report on Form 10-Q K for the quarter year ended March January 31, 2000, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Balance SheetCOMPANY BALANCE SHEET"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide BONA FIDE claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. . (b) As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case case, in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves allowances set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet Sheet, arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves allowances consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any material losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a merchantable condition and of a quantity and quality suitable, usable or saleable in the ordinary course of business. All of such inventories were acquired and salable in the ordinary course of business and, as of for the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practicespurpose for which they are intended. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves sufficient allowances have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement the Balance Sheet to be adequate, for all material slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's ’s Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 20002002, as filed with the SEC prior to the date of this Agreement (the "“Company Balance Sheet"”), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's ’s past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the most recent Company SEC prior to the date of this Agreement Documents (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement the Company Balance Sheet to be sufficient to provide for any material losses which may be sustained or realization of failure to realize the accounts receivable shown in the Company Balance Sheet. As . (b) To the knowledge of the Company, as of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired by the Company in the ordinary course of business and, as of the date of this Agreement, have been replenished by the Company in all material respects aspects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's Company s past practices, and and, except as disclosed in Section 3.23(b) of the Disclosure Schedule, provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequateadequate in all material respects, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject A. The Company has made available to any reserves set forth in the balance sheet Sybase a list of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All all accounts receivable of the Company and or any of its Subsidiaries arising after the date subsidiaries as of September 30, 1999, together with a range of days elapsed since invoice. B. All of the Company Balance Sheet through the date Company's and any of this Agreement its subsidiaries' accounts receivable arose in the ordinary course of business and, as Ordinary Course of the date of this AgreementCompany's Business, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet at values determined in accordance with GAAP applied consistently applied, and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet or, for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Company and its subsidiaries, prepared in accordance with GAAP. No person has any Lien on any of the Company's or any of its subsidiaries' accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Company's or any of its subsidiaries' accounts receivable. C. Any and all of the inventories of the Company or any of its subsidiaries reflected on the Interim Financials and the Company's and any of its subsidiaries' books and records were purchased, acquired or produced in the Ordinary Course of the Company's Business and in a basis manner consistent with the Company's past practices, or any of its subsidiaries' regular inventory practices and provision has been made or reserves have been established are set forth on the Company Balance Sheet, Company's and its subsidiaries' books and records in each case in an amount believed by accordance with the practices and principles of the Company as consistent with the method of treating said items in prior periods. None of the date inventory of this Agreement the Company or any of its subsidiaries reflected on the Interim Financials or on the Company's and its subsidiaries' books and records (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with past practices and outstanding customer contracts. The presentation of inventory on the Year-End Financials and/or the Interim Financials conforms to be adequateGAAP and such inventory is stated at the lower of cost (determined using the first-in, for all slowfirst-moving, obsolete out method) or unusable inventoriesnet realizable value.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were noti) If, as of the date close of business on the 180th day following the Closing Date, Purchaser shall not have collected the full face amount of the Company Accounts Receivable, then the Seller agrees that Purchaser may assign good and marketable title to any unpaid Accounts Receivable to the Seller, free and clear of any liens, claims or other encumbrances, and receive a credit for the uncollected amount of such Accounts Receivable in the form of a set-off against amounts otherwise payable by Purchaser under this Agreement in accordance with Section 15(c)(iii) below. Purchaser shall use reasonable efforts after the Closing to collect all Accounts Receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, Seller may take such commercially reasonable actions, at Seller’s sole cost and expense, as Seller deems advisable with respect to the collection thereof, all proceeds from such collection actions shall be the property of Seller, and any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Seller directs. (ii) If any of the Inventory is not sold within eleven (11) months following the Closing Date, then Seller agrees that Purchaser shall receive a credit for the cost of such Inventory (as reflected in the Final Closing Balance Sheet, subject to any material discount, contingency, claim ) in the form of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims a set-off against debtors for sales, leases, licenses and other chargesamounts otherwise payable by Purchaser under this Agreement in accordance with Section 15(c)(iii) below. All accounts receivable of the Company and its Subsidiaries arising Purchaser shall use reasonable efforts after the date of Closing to sell the Company Balance Sheet through the date of this Agreement arose Inventory in the ordinary course of business andand consistent with past practices of the Business. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be, at Seller’s option (which option shall be exercised by delivery of written notice to Purchaser within sixty (60) days following receipt of the notice to Seller pursuant to Section 15(c)(iii) below), assigned and delivered, at Seller’s expense, to Seller with an appropriate and customary ▇▇▇▇ of sale evidencing assignment of good and marketable title to such Inventory, free and clear of any liens, claims or other encumbrances. All proceeds, if any, received by Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Seller or as Seller directs. (iii) Upon notice to Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 15(c), on a dollar-for-dollar basis, against amounts otherwise payable under Section 8. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 8; provided, however, that in the event that any such set-off by Purchaser is ultimately determined not to be justified, Purchaser shall pay, in addition to such damages and restitution awarded by a court or arbitrator with jurisdiction over such matter, interest on any unpaid amount determined by such court or arbitrator to be due and payable hereunder as a rate equal to the prime rate published from time to time by the Wall Street Journal from and after the date of this Agreement, are not subject such set-off by Purchaser to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement payment of such amount determined by such court or arbitrator to be sufficient due and payable hereunder. Neither the exercise of, nor the failure to provide for exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any losses which manner in the enforcement of any other remedies that may be sustained available to it. In the event that any suit or realization action is instituted by Seller in relation to the exercise of the accounts receivable shown in the Company Balance Sheet. As a right of the date of the Company Balance Sheetset-off by Purchaser hereunder, the inventories shown on prevailing party in such dispute shall be entitled to recover from the Company Balance Sheet consisted in losing party all material respects of items of a quantity reasonable fees, costs and quality usable or saleable in the ordinary course of business. All expenses of such inventories were acquired prevailing party incurred in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent connection with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriesdispute.

Accounts Receivable; Inventory. Subject to any reserves set (a) Set forth in the balance sheet Schedule 2.18(a) is a list of all accounts ---------------- receivable of the Company included in reflected on the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company December Balance Sheet arose in the ordinary course ("Accounts Receivable") along with a range of business; were not, days elapsed since invoice as of the date of the Company December Balance Sheet. All Accounts Receivable of the Company (i) arose in the Ordinary Course of Business, (ii) represent bona fide indebtedness incurred by the applicable account debtors in the amounts invoiced by the Company and stated on its books and records, subject to collection and (iii) are not subject to any material discountdefenses, contingencycounterclaims or claims for set off. The reserves against the Accounts Receivable have been established in accordance with GAAP, claim and based upon a review of offset such Accounts Receivable, the Company reasonably believes such reserves to be adequate. No Person has any Lien on any of such Accounts Receivable and no request or recoupment agreement for deduction or counterclaim; and represented, discount has been made with respect to any of such Accounts Receivable. No such Accounts Receivable is owed by a Person that the Company has knowledge that has sought the protection of any bankruptcy or insolvency law or is the subject of any dispute as to payment. (b) The inventory of the Company, to the extent that it is reflected on the Financial Statements and the inventory as the same shall exist on the date hereof (other than the reserve established for the inventory reflected in the Financial Statements), consisted and will consist of items which were and will be of the Company Balance Sheet, bona fide claims against debtors usual quality and quantity necessary for sales, leases, licenses and other charges. All accounts receivable the normal conduct of the business of the Company and its Subsidiaries arising after the date reasonably expected to be usable or saleable within a reasonable period of the Company Balance Sheet through the date of this Agreement arose time in the ordinary course of the business and, of the Company. With respect to inventory in the hands of suppliers for which the Company is committed as of the date of this Agreementhereof, are not subject such inventory is reasonably expected to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed be usable in the Company Balance Sheet is believed by Ordinary Course of Business of the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriescurrently being conducted.

Accounts Receivable; Inventory. Subject to any reserves allowances set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company ’s Balance Sheet"), the accounts receivable shown in the Company Balance Sheet — arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves allowances consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet or Schedule 1.1 (a) consisted in all material respects of items of a merchantable condition and of a quantity and quality suitable, usable or saleable in the ordinary course of business. All of such inventories were acquired and salable in the ordinary course of business and, as of for the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practicespurpose for which they are intended. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves sufficient allowances have been established on the Company Balance Sheet, in each case in an adequate amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories. The inventories shown in the Balance Sheet do not consist of any manufactured to customer specifications effectively rendering the Inventories saleable only to that customer.

Accounts Receivable; Inventory. Subject to any reserves set (i) The Seller Disclosure Letter sets forth in the balance sheet a true and complete schedule of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date Accounts Receivable of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, each Seller Party as of the date of the Company Current Balance Sheet, subject to any material discountsetting forth a description of the Accounts Receivable including the names of the account debtors, contingency, claim of offset or recoupment or counterclaim; the balance amount and represented, aging as of the date of indicated therein. The Accounts Receivable, whether reflected on the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Current Balance Sheet through or subsequently created on or before the date of this Agreement arose in the ordinary course of business andClosing Date, as of the date of this Agreementand all books, records and documents relating to such Accounts Receivable, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts genuine and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity accurate and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects arose in the ordinary course of business consistent with past practicespractice. All Except for returns, warranty returns, and returns for exchange in the ordinary course of business and consistent with past practice, the Accounts Receivable are not subject to any defense, counterclaim or offset. As soon as practicable after the date hereof and prior to the Closing, Seller agrees to provide to the Company a schedule of the addresses of each account debtor identified in the Seller Disclosure Letter. (ii) Of the aggregate amount of Accounts Receivable set forth on SCHEDULE 6(D)(II) (the "Collectable Accounts Receivable"), $177,237 is fully collectable within 365 days of the Closing Date; PROVIDED, that in determining whether any Collectable Account Receivable has been collected, any payments received by the Company from the applicable account debtor after the Closing Date shall be applied first to the oldest amount owed by such inventories are valued account debtor to the Company. Since the date of the Current Balance Sheet, there have not been any write-offs as uncollectable of any Accounts Receivable. (iii) The Inventory of each Seller Party, whether reflected on the Company Current Balance Sheet in accordance with GAAP applied or subsequently created on a basis consistent with or before the Company's past practicesClosing Date, is genuine. The Inventory is reflected on the Current Balance Sheet, and provision has been made or reserves have been established on the Company Balance SheetSeller's books and records, in each case in an amount believed by accordance with the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriesAccounting Principles.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 20002002, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Annual Report on Form 10-Q K for the quarter year ended March January 31, 2000, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; , were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; , and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. . (b) As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP GAAP, applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case case, in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves ------------------------------ set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31June 30, 2000, 1997 as filed with the SEC prior to the date of this Agreement (the "Company Balance --------------- Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ----- ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the The accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, except as set forth on Schedule 2.21 subject to any material discount, contingency, claim of offset or recoupment or counterclaimcounter claim except as reflected on the reserves set forth on the Balance Sheet; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All Other than those accounts receivable set forth on the Balance Sheet, all accounts receivable of the Company and its Subsidiaries TDK arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, and except as set forth on Schedule 2.21 are not subject to any material discount, contingency, claim of offset off-set or recoupment or counterclaim, except for normal reserves consistent with past practice. The TDK believes that the amount carried for doubtful accounts allowances, including, without limitation, markdowns, price protection, bad debt allowance and allowances reserves, disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. The aged accounts receivable report of TDK and its Subsidiary delivered by TDK to Take-Two as of a date within ten (10) days prior to the date of this Agreement (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, complete and accurate in all material respects. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items in good and merchantable condition, of a quantity and quality usable or useable and saleable in the ordinary course of business, to TDK’s Knowledge, at its normal gross profit margins experienced over the last twelve (12) months. All of such inventories were acquired are valued on the Balance Sheet in the ordinary course of business accordance with US GAAP applied on a basis consistent with TDK’s and its Subsidiary’s past practices, and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case case, in an amount believed by the Company TDK as of the date of this Agreement the Balance Sheet to be adequate, for all slow-slow moving, obsolete obsolete, unusable inventories or unusable inventoriesnot readily marketable items.

Accounts Receivable; Inventory. Subject to any reserves set forth in (a) Since September 30, 2005, the balance sheet Company and the Company Subsidiaries have not materially modified their respective accounts receivable collection policies or practices and have not offered discounts or credits inconsistent with the past practices of the Company. The accounts receivable of the Company included and the Company Subsidiaries at September 30, 2005, as of the last calendar month end preceding the date hereof, or as of the last calendar month end preceding the Closing Date, as applicable, were, are or will be, as the case may be, collectible in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose aggregate in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and representedreserves for uncollectible accounts on the Audited Financial Statements, as of adjusted through the last calendar month end preceding the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet hereof or as adjusted through the date of this Agreement arose in last calendar month end preceding the ordinary course of business andClosing Date, as of the date of this Agreementcase may be, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All Each such account receivable represents bona fide account receivable that arose in the ordinary course of business for goods delivered or services rendered or to be rendered and are not, except as otherwise reserved for, subject to any set-offs or counterclaims. (b) The inventories are valued on of the Company Balance Sheet and the Company Subsidiaries are of a quality and quantity usable and, with respect to finished goods, saleable in the ordinary course of business consistent with past practice, subject to reserves for obsolete and slow moving items established in accordance with GAAP applied on a basis consistent with the Company's past ’s practices. The aggregate value of the inventory as reflected in the balance sheet included in the Audited Financial Statements, and provision has as adjusted through the last calendar month end preceding the date hereof or the last calendar month end preceding the Closing Date, as applicable, had been made or reserves have been established written down on the Company Balance Sheet, in each case in an amount believed by books of account of the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete realizable market value or unusable inventoriesadequate reserves were provided in accordance with GAAP.

Accounts Receivable; Inventory. Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31June 30, 2000, 1997 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. , The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the CompanyCandie's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Candie's Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Candie's Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; : and represented, as of the date of the Company Candie's Balance Sheet, bona fide claims against debtors for or sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries Candie's arising after the date of the Company Candie's Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Candie's Balance Sheet is believed by the Company Candie's as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Candie's Balance Sheet. As of the date of the Company Candie's Balance Sheet, the inventories shown on the Company Candie's Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Candie's Balance Sheet in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent with the CompanyCandie's past practices, and provision has been made or reserves have been established on the Company Candie's Balance Sheet, in each case in an amount believed by the Company Candie's as of the date of this Agreement the Candie's Balance Sheet to be adequate, for all slow-moving, obsolete or unusable inventories.