Common use of Receivables and Payables Clause in Contracts

Receivables and Payables. (a) Except as set forth on the Disclosure Schedule, (i) Company has good right, title and interest in and to all its accounts and notes receivable and trade notes and trade accounts as reflected on the Interim Financial Statements and as will be reflected in the Final Balance Sheet; (ii) none of such accounts and notes receivable and trade notes and trade accounts is or will be subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record); (iii) except to the extent of applicable reserves shown on the Interim Financial Statements and which will be shown in the Final Balance Sheet, all of the accounts and notes receivable, trade notes and trade accounts owing to Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no claims, refusals to pay or other rights of set-off against any thereof; (iv) no account or note debtor whose account or note balance exceeds the amount set forth in the Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety days; and (v) there is no reason why any account or note receivable or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected on the Disclosure Schedule. (b) All accounts payable and notes payable by Company arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety days in its payment.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Tottenham Andrew), Stock Purchase Agreement (Trans World Gaming Corp)

Receivables and Payables. (ai) Except as set forth on the Disclosure Schedule, in Schedule 7.2(s)(1): (iA) Company has good right, title title, and interest in and to all its accounts and notes receivable receivable, and trade notes and trade accounts as reflected on the Interim Financial Statements and as will be reflected in the Final [Latest Balance Sheet] and those acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (iiB) none of such accounts and notes receivable receivable, and trade notes and trade accounts is or will be subject to any mortgage, pledge, lien lien, or security interest of any kind or nature (whether or not of record); (iiiC) except to the extent of applicable reserves shown on the Interim Financial Statements and which will be shown in the Final [Latest Balance Sheet], all of the accounts and notes receivable, and trade notes and trade accounts owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, business and there are no claims, refusals to pay pay, or other rights of set-off against any thereof; (ivD) no account or note debtor whose account or note balance exceeds the amount set forth in the Disclosure Schedule Schedules at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts of Company previously furnished to FATA is complete and accurate; and (vF) there is no reason why any account or note receivable receivable, or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected on in the Disclosure Schedule[Latest Balance Sheet]. (bii) All accounts payable and notes payable by Company arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Appears in 2 contracts

Sources: Investment Agreement (Fata Group Spa), Investment Agreement (Cyberfast Systems Inc)

Receivables and Payables. (a) Except as set forth on the Disclosure Schedule, (i) the Company has good right, title and interest in and to all its accounts and notes receivable and trade notes and trade accounts as reflected on constituting the Interim Financial Statements and as will be reflected in Assets (the Final Balance Sheet"Accounts Receivable"); (ii) none of such accounts and notes receivable and trade notes and trade accounts Accounts Receivable is or will be subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record)Lien; (iii) except to the extent of applicable reserves shown on the Interim Financial Statements and which will be shown in the Final Latest Unaudited Balance Sheet, all of the accounts and notes receivable, trade notes and trade accounts Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no claims, refusals to pay or other rights of set-off against any thereof; (iv) no account or note debtor whose account or note balance exceeds the amount set forth in the Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (v) the aging schedule of the Accounts Receivable as of June 30, 1998 previously furnished to the Purchaser is complete and accurate; and (vvi) there is no reason why any account or note receivable or trade note or trade account Account Receivable will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected on in the Disclosure ScheduleLatest Unaudited Balance Sheet. (b) All Except as set forth on the Disclosure Schedule, all accounts payable and notes payable by the Company to be assumed by the Purchaser pursuant to Section 1.2 arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Appears in 1 contract

Sources: Asset Purchase Agreement (Noble International LTD)

Receivables and Payables. (ai) Except as set forth on disclosed in the Disclosure Schedule, (iA) Company has good right, title and interest in and to all of its accounts receivable and notes receivable and trade notes and of any kind or nature whatsoever, whether from trade accounts or affiliated parties or otherwise ("Receivables"), as reflected on the Interim Financial Statements and as will be reflected in the Final Latest Balance Sheet or acquired or generated since the date of the Latest Balance Sheet (except for those paid since the date of the Latest Balance Sheet); (iiB) none of such accounts and notes receivable and trade notes and trade accounts Receivables is or will be subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record); (iiiC) except to the extent all of applicable reserves shown such Receivables reflected on the Interim Financial Statements and which will be shown in Latest Balance Sheet or acquired or generated since the Final Balance Sheet, all date of the accounts and notes receivable, trade notes and trade accounts owing to Company Latest Balance Sheet constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no claims, refusals to pay or other rights of set-off against any thereof; (ivD) no account or note debtor whose account or note balance exceeds the amount set forth in the Disclosure Schedule at the date set forth therein was $1,000 is delinquent in payment by more than ninety (90) days; (E) the aging schedule of Receivables previously furnished to Parent is complete and accurate; and (vF) there is no reason why any account or note receivable or trade note or trade account all Receivables will not be collected by Company in accordance with its terms, other than for such accounts and notes which are not in excess their respective terms or appropriate reserves have been established to reflect the actual amount of the reserves established therefor and reflected on the Disclosure ScheduleReceivables that will be collected. (bii) All accounts payable and notes payable by Company in excess of $1,000 arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety sixty (60) days in its payment.

Appears in 1 contract

Sources: Merger Agreement (Virtualfund Com Inc)

Receivables and Payables. (ai) Except as set forth on the Disclosure Schedule, (iA) Company has Corporation and Business have good right, title and interest in and to all its accounts and notes receivable and trade notes and trade accounts as reflected on the Interim Financial Statements and as will be reflected in the Final Latest Balance Sheet and those acquired and generated since the date of the Latest Balance Sheet (except for those paid since the date of the Latest Balance Sheet); (iiB) none of such accounts and notes receivable and trade notes and trade accounts is or will be subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record); (iiiC) except to the extent of applicable reserves shown on the Interim Financial Statements and which will be shown in the Final Latest Balance Sheet, all of the accounts and notes receivable, trade notes and trade accounts owing to Company Corporation or Business constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no claims, refusals to pay or other rights of set-off against any thereof; (ivD) no account or note debtor whose account or note balance exceeds the amount set forth in the Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable and trade notes and trade accounts of Corporation and Business previously furnished to Purchaser is complete and accurate; and (vF) there is no reason why any account or note receivable or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected on in the Disclosure ScheduleLatest Balance Sheet. (bii) All accounts payable and notes payable by Company Corporation and Business arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Appears in 1 contract

Sources: Purchase Agreement (Trans World Gaming Corp)