Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) All Accounts Receivable that are reflected on the Balance Sheet or the accounting records of any Company as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. All reserves with respect to such Accounts Receivable have been calculated consistent with GAAP and past practice (except for changes in estimates). There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. (b) All items included in the Inventories are of a quality and quantity usable and, with respect to finished goods, saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been or will be written off or written down to net realizable value on the Adjustment Statement, or the accounting records of the Companies as of the Closing Date, as the case may be. All of the Inventories now on hand that were purchased after the date of the Companies’ December 31, 2007 audited financial statements were purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued and on the Closing Date will be valued according to GAAP (except for changes in estimates), applied on a basis consistent with the bases on which the December 31, 2007 audited financial statements were prepared. All Inventories are located at one of the locations of Leased Real Property, other than inventory of an immaterial amount consigned at customer locations in the Ordinary Course of Business.

Accounts Receivable; Inventory. (a) All Accounts Receivable that Except for the amounts set forth on Schedule 5.19(a), all notes, accounts receivable and costs in excess of billings of the Company and the Company Subsidiaries (collectively, ▇▇▇ "▇▇ceivables") are reflected properly on their books and records, are valid, arise from bona fide transactions occurring in the ordinary course of business and subject to no setoffs or counterclaims, are collectible, and, in the aggregate, will be collected in full (net of the allowance for doubtful accounts set forth on the Most Recent Balance Sheet or the accounting records of any Company as of Sheet) within 14 months after the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. All reserves with respect (provided that each Company Subsidiary uses its commercially reasonable efforts to collect such Accounts Receivable have been calculated consistent with GAAP and past practice (except for changes in estimatesReceivables). There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. (b) All items The amounts set forth on Schedule 5.19(a) (the "Scheduled Amounts") have not been accounted for as revenue by any Company Subsidiary in any of the Financial Statements. To the extent the Scheduled Amounts have been included in "Accounts Receivable" on the Inventories are Most Recent Balance Sheet, an amount no less than the Scheduled Amounts has been included in "Billings in Excess of a quality Costs" on the Most Recent Balance Sheet. (c) The inventory of the Company and quantity usable andthe Company Subsidiaries consists of raw materials and supplies, with respect to manufactured and purchased parts, goods in process, and finished goods, saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been is merchantable and fit for the purpose for which it was procured or will be written off manufactured, and none of which is slow-moving, obsolete, damaged, or written down defective, subject only to net realizable value the reserve for inventory writedown set forth on the Adjustment Statement, or the accounting records face of the Companies Most Recent Balance Sheet as adjusted for the passage of the Closing Date, as the case may be. All of the Inventories now on hand that were purchased after the date of the Companies’ December 31, 2007 audited financial statements were purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued and on through the Closing Date will be valued according to GAAP (except for changes in estimates), applied on a basis consistent accordance with the bases on which past custom and practice of the December 31, 2007 audited financial statements were preparedCompany and the Company Subsidiaries. All Inventories are located at one of inventory reflected on the locations of Leased Real PropertyMost Recent Balance Sheet, and all inventory acquired since that date (other than inventory disposed of an immaterial amount consigned at customer locations in the Ordinary Course ordinary course of Businessbusiness) is usable and/or saleable in the ordinary course.

Accounts Receivable; Inventory. (a) All Accounts Receivable that are reflected Except as set forth on Schedule 2.9(a), all accounts and notes receivable of the Target Companies and B&W Canada shown on the Balance Sheet or balance sheet included in the accounting records of any Company as of Financial Statements and on the Initial Closing Date represent or will represent valid obligations arising Balance Sheet: (i) arose from bona fide, arms-length sales actually made or services actually performed in the Ordinary Course of Business of the Target Companies or B&W Canada; (ii) constitute valid, undisputed receivables of the Target Companies or B&W Canada not subject to claims of set off, adjustments or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business. All ; and (iii) other than retainage accounts, net of reserves shown thereon, or with respect to accounts receivable arising after such Accounts Receivable date, on the accounting records of the Target Companies and B&W Canada, are collectible by the Target Companies or B&W Canada in the Ordinary Course of Business. Except as set forth on Schedule 2.9(a), the reserve for bad debts shown on the Financial Statements and the Initial Closing Date Balance Sheet or, with respect to accounts receivable arising after the date of such statements, on the accounting records of the Target Companies and B&W Canada, have been calculated consistent determined in accordance with GAAP the Accounting Principles, consistently applied, subject to normal year-end adjustments and past practice the absence of disclosures normally made in footnotes. (b) All Inventory of the Target Companies and B&W Canada, whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the Ordinary Course of Business without discounts or allowances (other than generally applicable trade discounts), except for changes in estimatesobsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. Except as set forth on Schedule 2.9(b), no Inventory is held on a consignment basis or is otherwise subject to the ownership interest of a third party. There All such Inventory is no contestowned by the Target Companies or B&W Canada, claimas applicable, defense free and clear of any Liens. With respect to non-terminable or right of setoffnon-returnable purchase orders for Inventory, other than returns such purchase orders have been entered into in the Ordinary Course of Business, under any Contract and the underlying Inventory associated with any obligor of an Account Receivable relating such purchase orders are either tied to the amount a corresponding customer order or validity of such Account Receivable. (b) All items included in the Inventories are of a quality and quantity usable and, with respect to finished goods, otherwise saleable in the Ordinary Course of Business, except for obsolete items . All Inventory of the Target Companies and items of below-standard quality, all of which have been or will be written off or written down to net realizable value B&W Canada reflected on the Adjustment StatementFinancial Statements are stated and valued therein net of reserves at the lesser of cost and market, or in each case in accordance with the accounting records of the Companies as of the Closing Date, as the case may beAccounting Principles. All of the Inventories now on hand that Inventory not manufactured by a Target Company or B&W Canada were purchased after the date of the Companies’ December 31or acquired in bona fide, 2007 audited financial statements were purchased arms-length transactions entered into in the Ordinary Course ordinary course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued and on the Closing Date will be valued according to GAAP (except for changes in estimates), applied on a basis consistent with the bases on which the December 31, 2007 audited financial statements were prepared. All Inventories are located at one of the locations of Leased Real Property, other than inventory of an immaterial amount consigned at customer locations in the Ordinary Course of Businessbusiness.

Accounts Receivable; Inventory. (a) All Accounts Receivable that Except for the amounts set forth on Schedule 5.19(a), all notes, accounts receivable and costs in excess of billings of the Company and the Company Subsidiaries (collectively, ▇▇▇ "▇▇▇eivables") are reflected properly on their books and records, are valid, arise from bona fide transactions occurring in the ordinary course of business and subject to no setoffs or counterclaims, are collectible, and, in the aggregate, will be collected in full (net of the allowance for doubtful accounts set forth on the Most Recent Balance Sheet or the accounting records of any Company as of Sheet) within 14 months after the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. All reserves with respect (provided that each Company Subsidiary uses its commercially reasonable efforts to collect such Accounts Receivable have been calculated consistent with GAAP and past practice (except for changes in estimatesReceivables). There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. (b) All items The amounts set forth on Schedule 5.19(a) (the "Scheduled Amounts") have not been accounted for as revenue by any Company Subsidiary in any of the Financial Statements. To the extent the Scheduled Amounts have been included in "Accounts Receivable" on the Inventories are Most Recent Balance Sheet, an amount no less than the Scheduled Amounts has been included in "Billings in Excess of a quality Costs" on the Most Recent Balance Sheet. (▇) The inventory of the Company and quantity usable andthe Company Subsidiaries consists of raw materials and supplies, with respect to manufactured and purchased parts, goods in process, and finished goods, saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been is merchantable and fit for the purpose for which it was procured or will be written off manufactured, and none of which is slow-moving, obsolete, damaged, or written down defective, subject only to net realizable value the reserve for inventory writedown set forth on the Adjustment Statement, or the accounting records face of the Companies Most Recent Balance Sheet as adjusted for the passage of the Closing Date, as the case may be. All of the Inventories now on hand that were purchased after the date of the Companies’ December 31, 2007 audited financial statements were purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued and on through the Closing Date will be valued according to GAAP (except for changes in estimates), applied on a basis consistent accordance with the bases on which past custom and practice of the December 31, 2007 audited financial statements were preparedCompany and the Company Subsidiaries. All Inventories are located at one of inventory reflected on the locations of Leased Real PropertyMost Recent Balance Sheet, and all inventory acquired since that date (other than inventory disposed of an immaterial amount consigned at customer locations in the Ordinary Course ordinary course of Businessbusiness) is usable and/or saleable in the ordinary course.

Accounts Receivable; Inventory. (a) All Accounts Receivable that are reflected The accounts receivable set forth on the Balance Sheet Interim Financial Statements represent bona fide claims of Dataradio or the accounting records one of any Company as of the Closing Date represent or will represent valid obligations arising from sales actually made its Subsidiaries against debtors for products sold or services actually performed in the Ordinary Course of Business. All reserves with respect to such Accounts Receivable have been calculated consistent with GAAP and past practice (except for changes in estimates). There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount charges arising on or validity of such Account Receivable. (b) All items included in the Inventories are of a quality and quantity usable and, with respect to finished goods, saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been or will be written off or written down to net realizable value on the Adjustment Statement, or the accounting records of the Companies as of the Closing Date, as the case may be. All of the Inventories now on hand that were purchased after before the date hereof. Such accounts receivable are subject to no defenses, counterclaims or rights of the Companies’ December 31, 2007 audited financial statements were purchased setoff and are fully collectible in the Ordinary Course of Business at without cost in collection efforts therefor, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the Interim Financial Statements and, in the case of accounts receivable arising since the Interim Date, to the extent of a cost reasonable reserve rate for bad debts on accounts receivable which is not exceeding market prices prevailing greater than the rate reflected by the reserve for bad debts on the Interim Financial Statements. (b) The Inventory reflected in the Financial Statements or thereafter acquired (through the Closing Date) has been determined and valued in accordance with Canadian GAAP applied on a consistent basis as reflected in the Financial Statements and the books and records Dataradio and its Subsidiaries at the time lower of purchasecost or market on a first-in, first-out basis. The quantities of each item of Inventory (whether raw materials, work-in-process, process or finished goodsother inventory) are reasonable is of first quality usable or salable in the present circumstances. Work-in-process Inventories are now valued and ordinary course of business, except for obsolete or damaged Inventory for which adequate reserves have been made on the Closing Date will be valued according Financial Statements or, with respect to the period after the date of the Financial Statements, for which reserves have been established on the books and records of Dataradio and in Subsidiaries in accordance with Canadian GAAP (except for changes in estimates), applied on a basis the ordinary course of business consistent with the bases on which the December 31, 2007 audited financial statements were preparedpast practices. No previously sold Inventory is subject to refunds materially in excess of that historically experienced by Dataradio and its Subsidiaries. All Inventories are located at one Inventory conforms to all applicable design specifications or industry standards of the locations of Leased Real Property, other than inventory of an immaterial amount consigned at customer locations any governmental entity or otherwise. All commitments or orders for work-in- process were entered into in the Ordinary Course ordinary course of Businessbusiness.

Accounts Receivable; Inventory. (a) All Set forth on Disclosure Schedule 3.10(a) is a true and complete list of all accounts receivable of the Company and the Subsidiaries as of December 7, 2016 (together with any other accounts receivable of the Company and the Subsidiaries arising during the period from the date of such disclosure to the Closing Date, the “Accounts Receivable”). Each Account Receivable that are reflected on the Balance Sheet or the accounting records of any Company (i) existing as of the Closing Date represent or will represent valid obligations arising from sales actually date of a Financial Statement is properly included in the applicable Financial Statement in accordance with GAAP and is valued for purposes of the Financial Statements in accordance with GAAP; (ii) represents actual amounts incurred by the applicable account debtor; (iii) represents a sale made or services actually performed in the Ordinary Course and which arose pursuant to an enforceable written contract for a bona fide sale of Businessgoods or services performed, and the Company and the Subsidiaries have performed all of the obligations to produce and deliver the goods or perform the services to which such Account Receivable relates; and (iv) is current and collectible except to the extent of reserves for uncollectible accounts applied in accordance with GAAP. All reserves No agreement for deduction, free goods, discount, or other deferred price or quantity adjustment has been made with respect to such Accounts any Account Receivable. Except for the allowance for doubtful accounts and other customary industry allowances (including returns, discounts and other customary industry allowances) on the Balance Sheet, no Account Receivable have been calculated consistent with GAAP and past practice (except for changes in estimates). There is no contestsubject to any counterclaim, set-off, defense, security interest, claim, defense or right other encumbrance. Neither the Company nor any Subsidiary has collected, or accelerated the collection of, any Accounts Receivable in a manner that is inconsistent with the operation of setoff, other than returns the business of the Company and the Subsidiaries in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account ReceivableCourse. (b) All items included inventories held by the Company and the Subsidiaries at any location are valued on the Financial Statements at the lower of cost (cost being determined by the first-in, first-out (FIFO) method) or market (market being determined in the Inventories are accordance with GAAP). Such inventories consist of a quantity and quality usable and quantity usable and, with respect to finished goods, saleable historically salable in the Ordinary Course Course, and are not physically damaged, previously used, Obsolete, discontinued or Excess Inventory. “Excess Inventory” inventory shall mean the amount of Business, except for obsolete items and items of below-standard quality, all of which have been or will be written off or written down to net realizable value on the Adjustment Statement, or the accounting records of the Companies as of the Closing Date, as the case may be. All of the Inventories now inventory on hand that were purchased after the date or on order, with a balance in excess of the Companies’ December 31, 2007 audited financial statements were purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchaseexpected usage. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued “Obsolete” inventory shall mean inventory on hand and on the Closing Date will be valued according to GAAP (except for changes in estimates)order that has no forecasted or probable usage. Obsolete inventory may include a residual value, applied on defined as inventory with a basis consistent with the bases on which the December 31, 2007 audited financial statements were prepared. All Inventories are located at one of the locations of Leased Real Property, other than inventory of an immaterial amount consigned at customer locations in the Ordinary Course of Businessvery small or negligible recovery value.

Accounts Receivable; Inventory. (a) All Sellers shall promptly pay to Purchaser any Accounts Receivable that attributable to the Business which are reflected collected by Sellers on or after the Balance Sheet or Closing Date. STARBURST ASSET PURCHASE AGREEMENT (b) Purchaser shall use commercially reasonable efforts to collect the accounting records of any Company Accounts Receivable as of the Closing Date represent within 60 days after the Closing and shall not discount or will represent valid obligations arising from sales actually made otherwise settle or services actually performed in the Ordinary Course of Business. All reserves with respect to such Accounts Receivable have been calculated consistent with GAAP and past practice (except for changes in estimates). There is no contest, claim, defense or right of setoff, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to reduce the amount or validity of such Account ReceivableReceivables. On the 60th day after the Closing, Purchaser will assign to NAI all Accounts Receivable that have not been collected prior to such date and NAI shall pay the Purchaser in cash an amount equal to the gross aggregate dollar value of Accounts Receivable used in the calculation of Modified Working Capital on the Closing Date less the aggregate actual collections of Accounts Receivable by Purchaser from the Closing Date through the 60th day after Closing (provided that Purchaser shall not receive a double recovery for amounts otherwise paid by Sellers under Section 2.3(c)(xii) hereof). Purchaser shall have no right to assign any Accounts Receivable voluntarily discounted by Purchaser. (bc) All items Sellers hereby grant to Purchaser a non-exclusive, non-assignable, royalty-free license to use Sellers' Marks set forth on the Inventory included in the Inventories are of a quality and quantity usable and, with respect to finished goods, saleable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of Acquired Assets on which have been or will be written off or written down to net realizable value on the Adjustment Statement, or the accounting records of the Companies such Marks appear as of the Closing DateDate (the "Trademarked Assets"), as well as on any materials used to fill purchase orders included in the case may beTransferred Contracts. All No license is granted or shall be implied: (i) to place further orders for materials bearing those Marks that are not included in the Transferred IP after the Closing or (ii) to use the Marks that are not included in the Transferred IP in any catalogs, advertisements, brochures, order processing Software or other sales collateral produced after the Closing Date. Purchaser's license pursuant to this Section 8.9(b) shall terminate upon exhaustion of the Inventories now on hand that were purchased after the date of the Companies’ December 31, 2007 audited financial statements were purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process, or finished goods) are reasonable in the present circumstances. Work-in-process Inventories are now valued and on the Closing Date will be valued according to GAAP (except for changes in estimates), applied on a basis consistent with the bases on which the December 31, 2007 audited financial statements were prepared. All Inventories are located at one of the locations of Leased Real Property, other than inventory of an immaterial amount consigned at customer locations in the Ordinary Course of BusinessTrademarked Assets bearing such Marks.