Accounts and Notes. Schedule 2.8 of the Company Disclosure Schedule sets forth a true, correct and complete list of all notes and accounts receivable of the Company (“Accounts Receivable”) as of the Interim Balance Sheet Date and identifying the respective responsible entity and including the aging thereof. Except as set forth on Schedule 2.8 of the Company Disclosure Schedule, all such Accounts Receivable arose out of the provision of services or the sales of goods in the ordinary course of business, are valid obligations and are not subject to set-off or counterclaim, and, to the Company’s Knowledge, are collectible in the face value thereof using normal collection procedures, net of the reserve for doubtful accounts (a) set forth in the Interim Balance Sheet with respect to Accounts Receivable reflected in the Interim Balance Sheet or incurred after the Interim Balance Sheet Date in the ordinary course of business or (b) set forth on Schedule 2.8 of the Company Disclosure Schedule. Except as set forth on Schedule 2.8 of the Company Disclosure Schedule, no discount or allowance from any Accounts Receivable has been made or agreed to since the Interim Balance Sheet Date other than in the ordinary course of business and consistent with past practice, and none of the Accounts Receivable shown on either the Interim Balance Sheet or Schedule 2.8 of the Company Disclosure Schedule represents xxxxxxxx before actual receipt of a purchase order or a signed contractual commitment. To the Knowledge of the Company, none of the customers and other debtors whose obligations comprise the Accounts Receivable shown on the Interim Balance Sheet is subject to a bankruptcy or insolvency proceeding and, to the Knowledge of the Company, none of such Accounts Receivable has been made subject to an assignment for the benefit of creditors. Since the Interim Balance Sheet Date, (x) the collection of Accounts Receivable by the Company has been pursued in the ordinary course consistent with past practice and without any acceleration thereof, and (y) there has been no sale or other disposition to a third party of any Accounts Receivable by the Company. All accounts payable of the Company that arose after the Interim Balance Sheet Date have been recorded on the accounting books and records of the Company. All outstanding accounts payable of the Company represent valid obligations arising from bona fide purchases of assets or services, which assets or services have been delivered to the Company.
Accounts and Notes. Receivable All accounts and notes receivable reflected in the Unaudited Financial Statements and all accounts receivable arising after the date of the most recent balance sheet included in the Unaudited Financial Statements (collectively, the "Post Balance Sheet Accounts Receivable") have arisen In the ordinary course of business, represent valid and enforceable obligations due to NBS or the Business, and are not subject to any discount, set-off or counter-claim. All such Post Balance Sheet Accounts Receivable have been collected or, to the best knowledge of Sellers, are fully collectible in the ordinary course of business in the aggregate recorded amounts thereof, except as reserved in the most recent balance sheet Included in the Unaudited Financial Statements. 4.8 Tax Matters (a) NBS has timely filed or caused to be filed (taking into account any extension of time within which to file) since its inception all material Tax Returns required to have been filed by it and all such Tax Returns are true, correct and complete. NBS has paid all Taxes that have or may have become due pursuant to those Tax Returns or otherwise or pursuant to any assessment received by NBS. Page 12 (b) For federal and state Income tax purposes, NBS is an LLC which is treated as a partnership, and its income or loss is included in the income tax returns of the Members, according to their respective interests. The United States federal and state income tax returns of the Members have never been audited by the IRS or relevant state tax authorities, insofar as they include income or loss attributed to NBS, nor are they the subject of any pending audit. (c) All material amounts of Taxes that NBS is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable. (d) NBS has not been delinquent in the payment of any material Tax that has not been accrued for In the Unaudited Financial Statements for the period for which such Tax relates nor is there any material Tax deficiency outstanding, proposed, or assessed against NBS or the Business, nor has NBS executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (e) NBS has not incurred any liability for Taxes since the date of the most recent balance sheet included in the Unaudited Financial Statements other than in the ordinary course of business consisten...
Accounts and Notes. Receivable Abatement Subchapter 4 — Expenditures Generally Subchapter 5 — Canceled Checks Subchapter 1 — General Provisions 19-X-XXX. [19-2-101] Receipts for all funds coming into State Treasury.
Accounts and Notes. Receivable The Seller has delivered to Purchaser a true and complete aged list of unpaid accounts and notes receivable owing to the Seller as of ten business days prior to the Closing date, setting forth the due dates thereof, that are a part of the Purchased Assets (the "Receivables"). All of such Receivables constitute only bona fide, valid and binding claims arising in the ordinary course of the Seller's business, subject to no valid counterclaims or setoffs, at the aggregate recorded amount thereof subject to normal reserves for doubtful accounts and normal discounts. All sales underlying such Receivables are final sales, with no right of return, and except as set forth on Schedule 3.36 attached hereto, were made under normal sales terms in the ordinary course of business and all related warranties have been adequately reserved. The Seller, the Executive and the Stockholder hereby agree to guarantee to ABA and the Purchaser the collectibility of all such Receivables, in accordance with the terms of a Guarantee Agreement to be entered into substantially in the form of Exhibit A attached hereto. Such guarantee shall be a guarantee of payment and not of collection.
