Notes and Accounts Receivables Clause Samples

Notes and Accounts Receivables. All notes and accounts receivables of the Company and its Subsidiaries shown on the balance sheet dated March 31, 2003 included in the Company Financial Statements, or thereafter acquired by the Company and its Subsidiaries, have been collected or are current and collectible in the ordinary course (in the case of any such note in accordance with its terms, and in the case of any such account within 90 days after billing) at the aggregate recorded amounts thereof on the Company’s books, less the allowance for uncollectible accounts provided on the above-referenced balance sheet, as such allowances may have been adjusted on the Company’s books in the Ordinary Course of Business to date, which adjustment, if any, is disclosed in Section 3.1(y) of the Disclosure Schedule. No note or receivable of the Company or its Subsidiaries is subject to an asserted counterclaim or set off which if successful could reasonably be expected to have a Material Adverse Effect on the Company.
View SourceView Similar (3)
Notes and Accounts Receivables. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on the Financial Statements and are valid receivables subject to no setoffs or counterclaims, are current and collectible within 90 days after the Closing, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries.
View SourceView Similar (2)
Notes and Accounts Receivables. All Accounts Receivable of the Company are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in the Ordinary Course of Business (so long as Company uses commercially reasonable efforts to collect them) in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date, except as shown on Schedule 2.23.
View SourceView Similar (2)
Notes and Accounts Receivables. Except as set forth in Schedule 3.32, -------------------------------- -------------- all notes and accounts receivable of the Company and the Subsidiary shown on the Current Balance Sheet or thereafter acquired by the Company and any of the Subsidiary have been collected or are current and collectible in the ordinary course (in the case of any such note in accordance with its terms, and in the case of any such account within forty-five (45) days after billing) at the aggregate recorded amounts thereof on the Company's and the Subsidiary's books, less the bad debt reserves provided therefor on the Current Balance Sheet, as such reserves may have been adjusted on the Company's or the Subsidiary's books in the ordinary course of business to date. No note or account receivable of the Company or the Subsidiary is subject to counterclaim or setoff.
View Source
Notes and Accounts Receivables. All of the Company's notes and accounts receivable arose in the Ordinary Course of Business, are "arms length" and bona fide, and are correctly reflected in The Company's books and records. Except as described in Schedule 4.17, to the Knowledge of Sellers, all of the Company's accounts receivable (net of reserves for doubtful accounts set forth on the Financial Statements) are collectible in accordance with their terms. To the Knowledge of the Sellers, none of the Company's notes or accounts receivable or contracts is subject to any set off, counterclaim or adjustment by reason of any product liability, breach of warranty, contract, accounting error or other claim.
View Source
Notes and Accounts Receivables. Schedule 5.17 - Notes and Accounts Receivable, is a list of true and complete notes and accounts receivables of the Seller, as of a date no more than 10 days prior to the date of this Agreement, aged at 30, 60 and 90 days and over 90 days. All notes and accounts receivable of the Seller reflected on the Balance Sheet, and as incurred in the normal course of business since the Balance Sheet Date, were and are valid obligations and collectible in the normal course of business except to the extent of the reserve for doubtful accounts shown on the Balance Sheet; and the Seller has not since the Balance Sheet changed its normal credit and collection practices.
View Source
Notes and Accounts Receivables. Except as disclosed in Schedule 3.6, all notes and accounts receivable of the Acquired Companies are reflected properly on their respective books and records in accordance with the Company's accounting policies, a copy of which has been delivered or made available to Buyer.
View Source
Notes and Accounts Receivables. The Company has not received written notification that any note or receivable of the Company or its Subsidiaries is subject to an asserted counterclaim or set off, which if successful would reasonably be expected to have a Material Adverse Effect on the Company.
View Source
Notes and Accounts Receivables. (a) Section 3.11 of the Company Disclosure Schedule lists all promissory notes of the Company, the issue and maturity dates thereof, the outstanding principal balances thereunder and the interest rate applicable thereto. All of such notes are reflected properly on the Financial Statements. (b) Section 3.11 of the Company Disclosure Schedule lists all accounts payable and receivable of the Company and the respective ages thereof. All accounts payable are current and are not in default. All accounts receivable are valid receivables not subject to setoffs or counterclaims and are current and collectible. All accounts payable and accounts receivable are properly reflected on the Financial Statements.
View Source

Related to Notes and Accounts Receivables

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable and Accounts Payable (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

  • Accounts Receivable; Accounts Payable (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.