Accounts Receivable; Accounts Payable Sample Clauses

Accounts Receivable; Accounts Payable. (a) Schedule 5.12 sets forth a list of all of the Accounts Receivable as of June 20, 2014. All Accounts Receivable represent valid obligations arising from products or services actually sold by Seller in the Ordinary Course of Business. The Accounts Receivable are current and collectible in accordance with their terms net of the respective reserves shown on the Latest Balance Sheet and the accounting records of Seller as of the Closing Date, respectively. The foregoing reserves are or will be adequate and calculated consistently with past practices. There is no contest, claim, or right to 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.
Accounts Receivable; Accounts Payable. All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.
Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Acquired Company are valid and enforceable claims, are subject to no known set-off or counterclaim, and, to the knowledge of the Founding Stockholders, are fully collectible in the normal course of business, after deducting any allowance for doubtful accounts stated in the Balance Sheet in accordance with generally accepted accounting principles, which allowance is a reasonable estimate of the Acquired Company's uncollectible accounts. Since the date of the Balance Sheet, the Acquired Company has collected its accounts receivable in the ordinary course of its business and in a manner which is consistent with past practices and has not accelerated any such collections. As of the date hereof, and except as described in Section 2.10(a) to the Disclosure Schedule, the Acquired Company does not have any accounts receivable or loans receivable from any Person which is affiliated with it or any of its directors, officers, employees or stockholders.
Accounts Receivable; Accounts Payable. (a) Except as set forth on Schedule 6.10, all of the accounts receivable owing to the Medical Group in connection with the Medical Business as of the date hereof constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of the Medical Business, the amounts of which are actually due and owing, and as of the date hereof, to the best knowledge of the Medical Group, there are no claims, refusals to pay or other rights of set-off against any thereof. Except as set forth on Schedule 6.10, as of the date hereof, there is (i) no account debtor or note debtor of the Medical Business delinquent in its payment by more than 60 days, (ii) no account debtor or note debtor of the Medical Business who or which has refused to pay its obligations for any reason or is the subject of a bankruptcy proceeding and (iii) no account receivable or note receivable of the Medical Business pledged to any third party.
Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to the Business, including all accounts receivable included in the Assets (i) have arisen from bona fide transactions in the ordinary course of the Business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents billings prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof.
Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party.
Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Seller that are reflected on the Seller Financial Statements or on the accounts receivable ledgers of the Seller (collectively, the "Seller Accounts Receivable") represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. All of the Seller Accounts Receivable are or will be current and collectible at the full recorded amount thereof, less any applicable reserves established in accordance with GAAP, in the ordinary course of business without resort to litigation, except for such Seller Accounts Receivable, the failure of which to collect would not have a Material Adverse Effect.
Accounts Receivable; Accounts Payable. JTE's accounts receivable reflected on JTE's Balance Sheet as of July 18, 2001 (the "Balance Sheet") and all accounts receivable arising after the date of the Balance Sheet (collectively, the "Accounts Receivable") are bona fide accounts receivable, the full amount of which is actually owing to JTE. The Accounts Receivable will be fully collectible by the Purchaser within 90 days of the Closing Date, without offset, recoupment, counterclaim, claim or diminution. JTE's accounts payable reflected on the Balance Sheet and all accounts payable arising after the date of the Balance Sheet arose from bona fide transactions in the ordinary course of JTE's business.
Accounts Receivable; Accounts Payable. The accounts receivable as are reflected on the Success Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies' accounts receivable, net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the past practices employed by the Transferred Companies in the Ordinary Course of Business, provided that no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the Ordinary Course of Business and are not subject to defenses, deductions, set offs or counterclaims, other than in the Ordinary Course of Business. The Transferred Companies maintain their accounting records in sufficient detail to substantiate the accounts receivable reflected on the Success Financial Statements and the books and records of the Transferred Companies and have given the Purchaser full and complete access to those records. Since the Latest Success Balance Sheet Date, the Transferred Companies have not changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the schedules or billing reports or in the Success Financial Statements and such additional accounts payable as are fairly reflected on the books of the Transferred Companies on the Closing Date represent all accounts payable of the Transferred Companies. The Cash of the Transferred Companies shall not be less than Zero Dollars ($0.00) on the Closing Date. Except as set forth on Section 3.12 of the Seller Disclosure Letter, none of the Medical Practices owes, or is owed, any amount, whether pursuant to a Prior Management Services Agreement or otherwise, to or from any of the Transferred Companies.
Accounts Receivable; Accounts Payable. All of the Accounts Receivable arose in the ordinary course of business, are subject to no defenses, offsets or counterclaims and reflect goods actually sold and delivered or services rendered in the ordinary course of business. None of the Accounts Receivable are obligations of Equityholder or any Service Provider, or a manager, officer, or director of Seller, or any of their respective Affiliates. None of the Accounts Receivable 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. Subject to any allowance for doubtful accounts included in the Estimated Closing Working Capital or the Closing Working Capital, the Accounts Receivable are current and collectible in accordance with the terms thereof and at the full face-amount thereof, without any set-off due to facts and circumstances arising prior to the Closing. The accounts payable that are included in the Assumed Liabilities arose from bona fide transactions in the ordinary course of business, and all such accounts payable have either been paid or are not yet payable in the ordinary course of business.