Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes a complete and accurate list of all of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All of the Accounts Receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Japanese GAAP consistently applied and, to the knowledge of the Company and the Principal Securityholders, are collectible except to the extent of reserves therefor set forth in the Unaudited Balance Sheet. No person has any Lien on any of the Accounts Receivable, and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet conforms to Japanese GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Purchaser a true, correct and complete and accurate list of all accounts receivable and notes receivable of the Company's accounts receivable Company as reflected on of the date of the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")Financials and as of November 30, 2005, together with a range of days elapsed since invoice (i.e., an aging report)evidencing such accounts or the making of such notes which shall be included as Section 2.17(a) of the Disclosure Schedule. (b) All of the Accounts Receivable Company’s accounts receivable and notes receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Japanese GAAP consistently applied andapplied, to the knowledge of the Company and the Principal Securityholders, are collectible except to the extent of reserves therefor therefore set forth in the Unaudited Balance Sheet. Financials or, for any such receivables arising subsequent to the date of the Unaudited Financials, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied). (c) No person or entity has any Lien on any of the Accounts Receivable, Company’s accounts receivable or notes receivable and no request or agreement for deduction deduction, discount, credit or discount rebate, in whole or in part, has been made with respect to any of the Accounts ReceivableCompany’s accounts receivable or notes receivable. (cd) All of the Company’s inventories of the Company reflected on the Unaudited Balance Sheet Financials and the Company's ’s books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's ’s regular inventory practices and are set forth on the Company's ’s books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet Financials or on the Company's ’s books and records as of the date hereof (in either case net of the reserve therefortherefore) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the its business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet Financials conforms to Japanese GAAP consistently applied and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. The Parties will conduct a review of the Company’s inventory not more than five (5) business days prior to the Closing Date.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Parent a complete and accurate list of all accounts receivable of the Company's accounts receivable Company as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")of September 30, 2003, together with a range of days elapsed since invoice (i.e., an aging report). (b) invoice. All of the Accounts Receivable Company’s accounts receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Japanese GAAP consistently applied andapplied, to the knowledge of and are reasonably believed by the Company and the Principal Securityholders, are to be collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance Sheet or, for receivables arising subsequent to September 30, 2003, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied and the reserve practices and methodology used in preparation of the Current Balance Sheet). No person has any Lien on any of the Accounts Receivable, Company’s accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany’s accounts receivable. (cb) All of the inventories of the Company reflected on the Unaudited Current Balance Sheet and the Company's ’s books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's ’s regular inventory practices and are set forth on the Company's ’s books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company or its subsidiaries reflected on the Unaudited Current Balance Sheet or on the Company's ’s books and records as of the date hereof (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 its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Company Financials and Current Balance Sheet conforms conform to Japanese GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes a complete and accurate list of all of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All of the Accounts Receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Japanese Singapore GAAP consistently applied and, to the knowledge of the Company and the Principal Securityholders, are collectible except to the extent of reserves therefor set forth in the Unaudited Balance Sheet. No person has any Lien liens, pledges, charges, claims, security interests or other encumbrances of any kind or character on any of the Accounts Receivable, and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (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 its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet conforms to Japanese Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Parent a complete and accurate list of all accounts receivable and notes receivable of the Company's accounts receivable Company as reflected on of the Unaudited date of the Current Balance Sheet (the "ACCOUNTS RECEIVABLE")Sheet, together with a range of days elapsed since invoice (i.e., an aging report)evidencing such accounts or the making of such notes which shall be included on Section 2.20(a) of the Disclosure Schedule. (b) All of the Accounts Receivable Company's accounts receivable and notes receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Japanese GAAP consistently applied andapplied, to the knowledge of the Company and the Principal Securityholders, are collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance Sheet or, for any such receivables arising subsequent to the date of the Current Balance Sheet, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied). No person or entity has any Lien on any of the Accounts Receivable, Company's accounts receivable or notes receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany's accounts receivable or notes receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet Interim Financials and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet Interim Financials or on the Company's books and records as of the date hereof (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 its business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet Interim Financials conforms to Japanese GAAP consistently applied and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Set forth in Section 2.19 2.18(a) of the Company Disclosure Schedule includes is a complete and accurate list of all accounts receivable of the Company's accounts receivable as Company reflected on the Unaudited December Balance Sheet (the "ACCOUNTS RECEIVABLEAccounts Receivable"), together ) along with a range of days elapsed since ------------------- invoice (i.e., an aging report). (b) All as of the date of the December Balance Sheet. All Accounts Receivable of the Company (i) arose in the ordinary course of the Company's 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, (iii) are carried at values determined in accordance with Japanese GAAP GAAP, consistently applied andapplied, and (iv) are not subject to any defenses, counterclaims or claims for set off. The reserves against the knowledge Accounts Receivable have been established in accordance with GAAP, and based upon a review of such Accounts Receivable, Shareholder and the Company and the Principal Securityholders, are collectible except reasonably believe such reserves to the extent of reserves therefor set forth in the Unaudited Balance Sheetbe adequate. No person has any Lien on any of the such Accounts Receivable, Receivable and no request or agreement for deduction or discount has been made with respect to any of the such Accounts Receivable. Neither Shareholder or the Company has any knowledge that any of such Accounts Receivable is owed by a person or entity that has sought the protection of any bankruptcy or insolvency law or is the subject of any dispute as to payment. (cb) All of the inventories of the Company reflected on the Unaudited December Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent Company. The reserves against such inventory have been established in accordance with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (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 its past practices and outstanding customer contractsGAAP. The presentation of inventory on the Unaudited December Balance Sheet conforms to Japanese GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable valueGAAP.