Common use of Accounts and Notes Receivable Clause in Contracts

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an accurate list, as of a date not more than five (5) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the Shareholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- accurate list, as of a date not more than five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainage, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable). To the Company's knowledge, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an accurate list, as of a date not more than five (5) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the Shareholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- -------------------- accurate list, as of a date not more than five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainage, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable). To the Company's knowledge, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30-) day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (90120) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an accurate list, as of a date not more than five (5) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- accurate list, as of a date not more than five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the ShareholdersStockholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainage, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable). To the Company's knowledge, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)Closing. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates rebates, credits and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five ten (510) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five ten (510) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to Buyer a ----------------------------- complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30-) day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- Buyer a complete and accurate list, as of a date not more than five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records Company Financial Statements (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainage, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable). To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees the Stockholder and the ShareholdersPrincipal), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an Each Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the such Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the each Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the such Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject Except as disclosed in Schedule 5.12 (which sets forth Accounts Receivable not reasonably expected to be collected within one hundred twenty (120) days), subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (90120) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to CCC a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts -------- Receivable"). On Within five (5) business days of the Closing Date, the Company ---------- will deliver to CCC an ------------------- a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those day on which it first became due and payable, except that certain Accounts Receivable specified which are identified on SCHEDULE 5.125.12 will be collected in full, without any set-off, within the number of days six (6) months after the Closing specified for each such Account Receivable)day on which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an Each Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the such Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the each Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's Companies' books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30-) day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employeesbusiness. Except as set forth on Schedule 3.14, former employees or the Shareholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves reserves, and except for retainageas set forth on Schedule 3.14, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (90120) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledgeExcept as set forth on Schedule 3.14, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one-hundred twenty (90120) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an accurate list, as of a date not more than five (5) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- -------------------- accurate list, as of a date not more than five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the ShareholdersStockholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainage, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable). To the Company's knowledge, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Partnership has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company Partnership (including without limitation receivables from and advances to employees, former employees Partners and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company Partnership will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employeesbusiness. Except as disclosed in Schedule 5.12, former employees or (i) the Shareholders. The Accounts Receivable are current and collectible net of any respective reserves shown on the CompanyPartnership's books and records (which reserves are adequate and calculated consistent with past practice). Subject ; and (ii) subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees and the ShareholdersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated calculated, in accordance with GAAP, consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those day on which it first became due and payable; provided, however, any Accounts Receivable specified on SCHEDULE 5.12of Wal-Mart Corporation will be collected in full without any set-off, within the number of one hundred and twenty (120) days after the Closing specified for each such Account Receivable)day on which it first became due and payable, unless otherwise agreed by the parties. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an Each Partnership has delivered to USFloral a complete and accurate list, as of a date not more than five (5) two business days prior to the date hereof, of the accounts and notes receivable of the Company such Partnership (including without limitation receivables from and advances to employees, former employees and the ShareholdersSellers), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company each Partnership will deliver to CCC an ------------------- USFloral a complete and accurate list, as of a date not more than five (5) two business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Companyeach Partnership's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Accounts and Notes Receivable. Attached hereto as SCHEDULE 5.12 is an The Company has delivered to Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the date hereof, of the accounts and notes receivable of the Company (including without limitation receivables from and advances to employees, former employees Tarr and the ShareholdersStockholder), which xxxxh includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, the Company will deliver to CCC an ------------------- Buyer a complete and accurate list, as of a date not more than five two (52) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business or such other valid obligations arising from receivables from and advances to employees, former employees or the Shareholdersbusiness. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves and except for retainagereserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (90120) days after the Closing Date (or with respect to those Accounts Receivable specified day on SCHEDULE 5.12, within the number of days after the Closing specified for each such Account Receivable)which it first became due and payable. To the Company's knowledge, there There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.