Common use of Accounts Receivables Clause in Contracts

Accounts Receivables. (a) All Accounts Receivable: (i) were legally and validly incurred pursuant to bona fide, arms’-length transactions in the Ordinary Course of Business, (ii) reflect credit terms consistent with past practices, (iii) except as specifically provided on Schedule 5.19(a), are or will be current and collectible in amounts not less than the aggregate amount thereof, net of bad debt reserves that are specifically set forth in the Company’s balance sheet as of March 31, 2013 as set forth on Schedule 5.5(a), (iv) are collectible within 120 days of their respective creation (other than the receivables for prepaid state sales taxes), net of bad debt reserves that are specifically set forth in the Company’s balance sheet as of March 31, 2013 as set forth on Schedule 5.5(a), and (iv) are not subject to any claim, dispute, counterclaim, defense or set-off. Except as set forth on Schedule 5.19(a), to Seller’s Knowledge, there is no fact, condition, event or circumstance that has resulted, or would reasonably be expected to result, in any material increase in the un-collectability of any Accounts Receivable. (b) Except as otherwise set forth on Schedule 5.19(b), no Company Party has written-off any Accounts Receivable, or settled any Accounts Receivable for less than their face amounts, since December 31, 2012. Except as otherwise set forth on Schedule 5.19(b), the Company Parties have good, valid and marketable title to the Accounts Receivable, free and clear of all Liens other than Permitted Liens. The Company Parties have not sold, factored, securitized, or consummated any similar transaction with respect to any of the Accounts Receivable.