Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 21 contracts

Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 7 contracts

Sources: Stock Purchase Agreement (LifeMD, Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)

Accounts Receivable. The accounts receivable Except as set forth in Section 4.13 of the Disclosure Schedules, the Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; , (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; , and (c) subject to a any reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) calendar days after billing. The Any reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Asset Purchase Agreement (VOXX International Corp), Asset Purchase Agreement (VOXX International Corp)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock and Warrant Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Companies not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompanies, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Companies have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock Purchase Agreement, Stock Purchase Agreement

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company or its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company or its Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are are, to Seller’s Knowledge, collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have Company, has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are to the Seller’s Knowledge collectible in full within 90 days after billingfull. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Cosmos Holdings Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 60 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Merger Agreement (MassRoots, Inc.), Stock Purchase Agreement (Addvantage Technologies Group Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Bio Key International Inc), Merger Agreement (MassRoots, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanySeller, are collectible in full within 90 sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Seller have been determined in accordance with Canadian GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Group involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Group not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompany Group, are collectible in full within 90 days after billingcollectible. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Group have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full full, less Ten Thousand Dollars ($10,000), within 90 one hundred eighty (180) days after billing. The reserve for bad debts and provisions for cash discounts and returns shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Merger Agreement (Aytu Bioscience, Inc), Merger Agreement (Aytu Bioscience, Inc)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice[; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cloudastructure, Inc.), Asset Purchase Agreement (Cloudastructure, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAPGAAP or IFRS, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Society Pass Incorporated.), Securities Purchase Agreement (Verus International, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target an Acquired Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target an Acquired Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts discounts, or provision of replacement goods accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyAcquired Companies, are collectible in full within 90 calendar days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Acquired Companies have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 2 contracts

Sources: Securities Subscription & Purchase Agreement (Cannabis Global, Inc.), Securities Subscription & Purchase Agreement (Cannabis Global, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Tattooed Chef, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof thereof: (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are are, to Seller’s Knowledge, collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (TRxADE HEALTH, INC)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims any known rights of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (SRAX, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practicepractices; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or off, other defenses defenses, or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicepractices; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full on average within 90 one hundred twenty (120) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.. Insurance

Appears in 1 contract

Sources: Purchase Agreement (Fuse Medical, Inc.)

Accounts Receivable. The accounts receivable reflected on the Company Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company or a Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company or a Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Company Interim Balance Sheet or, with respect to accounts receivable arising after the Company Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 thirty (30) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Company Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (Kingfish Holding Corp)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed valid claims of the Target Company Company, which are, to Sellers' Knowledge, undisputed and not subject to any current claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve, if any, for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within ninety (90) days after billing. To Seller's Knowledge, the reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Gse Systems Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Company, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Solitron Devices Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target an Acquired Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target an Acquired Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyAcquired Companies, are collectible in full within 90 120 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Acquired Companies have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Share Purchase Agreement (Allied Motion Technologies Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts and/or returns accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full by their terms within 90 120 days after billingthe due date for such accounts receivable. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Ennis, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller that are not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billingin accordance with the payment terms applicable to such. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Addvantage Technologies Group Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target such Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target such Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target each Company, are collectible in full within 90 seventy-five (75) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target each Company have been determined in accordance with GAAPlocal statutory principles in each country of incorporation, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Meridian Bioscience Inc)

Accounts Receivable. The accounts receivable reflected on the each Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target applicable Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practiceOrdinary Course; (b) to Sellers’ Knowledge, constitute only valid, undisputed claims of the Target applicable Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practiceOrdinary Course; and (c) subject to a reserve for bad debts shown on the such Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target applicable Company, are collectible in full within 90 days after billingbilling except for any portion of the accounts receivable related to Contract Retainage which is payable after such period pursuant to the terms of each construction Contract of the Companies. The reserve for bad debts shown on the each Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target applicable Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sterling Construction Co Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target either Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target either Company not subject in any material respect to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target such Company, are collectible in full within 90 days after billingbilling other than as disclosed in Section 3.14 of the Disclosure Schedules. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target such Company have been determined in accordance with GAAPASPE, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Myers Industries Inc)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business Business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business Business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) days after billing. The Any reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (P&f Industries Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAPthe Specified Accounting Principles, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Franklin Covey Co)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 10 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Crown Electrokinetics Corp.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full (net of reserves and allowances for bad debt or doubtful accounts) within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Company, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (nFusz, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim RMS Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim RMS Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim RMS Balance Sheet Date, on the accounting records of the Target CompanySeller Business, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim RMS Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim RMS Balance Sheet Date, on the accounting records of the Target Company Seller Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Medovex Corp.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 120 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ufp Technologies Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof thereof: (a) have arisen from bona fide transactions entered into by the Target Company Group involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Group not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompany Group, are collectible in full within 90 sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Group have been determined in accordance with GAAPIFRS, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Bio Key International Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts or returns accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full by their terms within 90 120 days after billingthe due date for such accounts receivable. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Company, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Ennis, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billingin the usual and ordinary course of business by dates consistent with past practice. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are to Seller’s Knowledge collectible in full within 90 days after billingfull. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Enservco Corp)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the consolidated accounting records of the Target Company Seller and Subsidiary have been determined estimated in accordance with GAAP, consistently applied, subject to normal year-end adjustments and good faith based on the absence anticipated collectibility of disclosures normally made in footnotesthe accounts.

Appears in 1 contract

Sources: Asset Purchase Agreement (Regen Biologics Inc)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Scepter involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Scepter not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billingbilling other than as disclosed in Section 4.13 of the Disclosure Schedules. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAPASPE, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Myers Industries Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 30 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAPHGB, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Flora Growth Corp.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Avant Diagnostics, Inc)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (LZG International, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAPIFRS, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Mixed Martial Arts Group LTD)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof thereof: (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued provided in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 thirty (30) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Knightscope, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet Financial Statements and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the date of the Interim Balance Sheet DateFinancial Statements, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the date of the Interim Balance Sheet DateFinancial Statements, on the accounting records of the Target Company have been determined in accordance with GAAPthe Company Accounting Policies, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (Envestnet, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business Business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course Ordinary Course of business Business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (GigCapital2, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof thereof: (a) have arisen from bona fide transactions entered into by the Target Company Kecy involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Kecy not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days the ordinary course of business after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, applied and are subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (ARC Group Worldwide, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. The Seller has no knowledge that any accounts receivable will not be collected.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sg Blocks, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.. Section 3.15

Appears in 1 contract

Sources: Stock Purchase Agreement (Phunware, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Unitil Corp)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Singing Machine Co Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 60 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.. Table Of Contents 15

Appears in 1 contract

Sources: Merger Agreement (MassRoots, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet Financial Statements and the accounts receivable arising after the date thereof Most Recent Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Most Recent Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Most Recent Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments (the effect of which will not be materially adverse individually or in the aggregate) and the absence of disclosures normally made in footnotesfootnotes (that, if presented, would not differ materially from those presented in the 2014 Financial Statements).

Appears in 1 contract

Sources: Stock Purchase Agreement (DSW Inc.)

Accounts Receivable. The accounts receivable Except as set forth on Schedule 3.25, the Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof thereof, with respect to the business and operation of the Parks, (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business Business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course Ordinary Course of business Business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanySeller, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Seller have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cedar Fair L P)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Notwithstanding anything to the contrary contained in this Section 3.14, Sellers do not warrant or guaranty the collectability of the Company’s accounts receivable.

Appears in 1 contract

Sources: Stock Purchase Agreement (Datavault AI Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet Financial Statements and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Appalachian Pharm involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Appalachian Pharm not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Financial Statement Date, on the accounting records of the Target CompanyAppalachian Pharm, are collectible in full within 90 thirty (30) days after billing. The reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Financial Statement Date, on the accounting records of the Target Company Appalachian Pharm have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billingbilling (except for accounts receivable owed by customers with standard payment terms longer than ninety (90) days). The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance Consistent with GAAP, consistently appliedPast Practice, subject to normal year-year end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (LIVE VENTURES Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Group involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Group not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompany Group, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Group have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ideanomics, Inc.)

Accounts Receivable. The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof Interim Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company Sellers involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Sellers not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyBusiness, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Asset Purchase Agreement (Nauticus Robotics, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable of the Business arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services Engaged Entities in the ordinary course of business consistent with past practiceOrdinary Course; (b) constitute only valid, undisputed claims of the Target Company Engaged Entities not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practiceOrdinary Course; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyClosing Net Working Capital Statement, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet orhas been determined in accordance with past practices, consistently applied, and the reserve for bad debts with respect to accounts receivable arising after the Interim Balance Sheet Date, Date shown on the accounting records of the Target Company have been Closing Net Working Capital Statement will be determined in accordance with GAAP, consistently applied, ; in each case subject to normal year-end adjustments and the absence of disclosures normally made in footnotesadjustments.

Appears in 1 contract

Sources: Purchase Agreement (Root9B Holdings, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims any known rights of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompany that have been furnished to Buyer, are collectible in full within 90 days after billingfull. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (SRAX, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Most Recent Balance Sheet and the accounts receivable arising after the date thereof Most Recent Balance Sheet Date (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Most Recent Balance Sheet or, with respect to accounts receivable arising after the Interim Most Recent Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Most Recent Balance Sheet or, with respect to accounts receivable arising after the Interim Most Recent Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Unit Purchase Agreement (Spartan Motors Inc)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet Financial Statements and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company App Products involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company App Products not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Financial Statement Date, on the accounting records of the Target CompanyApp Products, are collectible in full within 90 thirty (30) days after billing. The reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Financial Statement Date, on the accounting records of the Target Company have App Products has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, and, to Sellers’ Knowledge, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are are, to Sellers’ Knowledge, collectible in full within 90 days forty-five (45) after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (Turning Point Brands, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company or any Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed valid claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued and its Subsidiaries in the ordinary course Ordinary Course of business consistent with past practice; Business except as would not be expected to be material to the Company and its Subsidiaries, taken as a whole and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanyCompany and its Subsidiaries, are collectible fairly stated in full within 90 days after billingaccordance with GAAP. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company and its Subsidiaries have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Merger Agreement (Fulgent Genetics, Inc.)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billingthe normal course of business. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (R F Industries LTD)

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target CompanySeller, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company Seller have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Stock Purchase Agreement (MWF Global Inc.)

Accounts Receivable. The accounts receivable reflected on arising since the Interim Balance Sheet and the accounts receivable arising after the date thereof Financial Statement Date (ai) have arisen from bona fide transactions entered into by the Target Company and each of its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (bii) constitute only valid, undisputed claims of the Target Company and each of its Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (ciii) subject to a reserve for bad debts shown on the Interim Balance Sheet Financial Statement or, with respect to accounts receivable arising after the Interim Balance Sheet Financial Statement Date, on the accounting records of the Target Company, are collectible in full within 90 ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, Financial Statement Date on the accounting records of the Target Company and its Subsidiaries have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Appears in 1 contract

Sources: Securities Purchase Agreement (Eastern Co)