Common use of Accounts and Notes Receivable and Payable Clause in Contracts

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of IWM and its Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of IWM and its Subsidiaries reflected on the IWM Financial Statements are good and collectible at the aggregate recorded amounts thereof. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof. None of the accounts or the notes receivable of IWM or any of its Subsidiaries (i) are subject to any setoffs or counterclaims, (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement or (iii) are more than ninety (90) days past due. (b) All accounts payable of IWM and its Subsidiaries reflected in the IWM Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable and are not more than sixty (60) days past the date of the invoice.

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of IWM and its Subsidiaries the Acquired Companies have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of IWM and its Subsidiaries reflected on the IWM Financial Statements are good and collectible at the aggregate recorded amounts thereof. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereofpractice. None of the accounts or the other notes receivable of IWM or any of its Subsidiaries the Acquired Companies (i) are subject to any setoffs or counterclaims, counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement arrangement. Notwithstanding the foregoing, nothing in this Agreement will constitute a guaranty or (iii) are more than ninety (90) days past duewarranty by Sellers or their Affiliates that such account or note receivable will ultimately be collected. (b) All accounts payable of IWM and its Subsidiaries the Acquired Companies reflected in the IWM Balance Sheet Financial Statements or arising after the date thereof Balance Sheet Date are the result of bona fide transactions in the Ordinary Course ordinary course of Business business and have been paid or are not yet due and payable, except for any late payments that would not have a Material Adverse Effect. (c) Section 3.20(c) of the Seller Disclosure Schedule includes an aging schedule for the accounts receivable and the accounts payable of the Acquired Companies reflecting, as of October 31, 2009, the aggregate amount of the accounts receivable and are not accounts payable, respectively, outstanding: (i) thirty (30) days or less; (ii) more than thirty (30) days but less than or equal to sixty (60) days; (iii) more than sixty (60) but less than or equal to ninety (90) days; (iv) more than ninety (90) but less than or equal to one hundred twenty (120) days past the date of the invoiceand (v) more than one hundred twenty (120) days.

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of IWM Cherry and its Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of IWM Cherry and its Subsidiaries reflected on the IWM Cherry Financial Statements (or as listed on the internal daily cash management spreadsheets), are good and collectible at the aggregate recorded amounts thereof. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at Table of Contents the aggregate recorded amounts thereof. None of the accounts or the notes receivable of IWM Cherry or any of its Subsidiaries (i) are subject to any setoffs or counterclaims, (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement or (iii) are more than ninety (90) days past due. (b) All accounts payable of IWM Cherry and its Subsidiaries reflected as described above or in the IWM Cherry Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable and are not more than sixty (60) days past the date of the invoice.