Common use of Accounts Receivable and Inventory Clause in Contracts

Accounts Receivable and Inventory. The accounts receivable of the Company and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as are reflected on the books and records of the Company and its Subsidiaries on the date hereof or that will be reflected on such books and records as of the Closing arose out of bona fide sales and deliveries of goods, performance of services or other business transactions, arose in the ordinary course of business and have been reflected on the Most Recent Balance Sheet or the books and records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.21, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. Except as set forth in Schedule 3.21, the inventories of the Company and its Subsidiaries reflected on the Most Recent Balance Sheet and held by the Company and its Subsidiaries on the date hereof are, or the inventories of the Company and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date will be, usable or saleable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP.

Accounts Receivable and Inventory. The (a) All accounts receivable of the Company Company, the Subsidiary and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as LLC Subsidiary that are reflected on the books and Financial Statements or on the accounting records of the Company Company, the Subsidiary and its Subsidiaries on the date hereof or that will be reflected on such books and records LLC Subsidiary as of the Closing arose out of bona fide Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales and deliveries of goods, performance of actually made or services or other business transactions, arose actually performed in the ordinary course of business and have been reflected business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date collectible net of the respective reserves shown on the Most Recent Balance Sheet Financial Statements or on the books and accounting records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.21, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. Except as set forth in Schedule 3.21Company, the inventories Subsidiary and the LLC Subsidiary as of the Company and its Subsidiaries reflected on the Most Recent Balance Sheet and held by the Company and its Subsidiaries on the date hereof are, or the inventories of the Company and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will benot represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Company GAAP Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, usable each of the Accounts Receivable either has been or saleable will be collected in full, without any set-off, within 90 days after the day on which it first becomes due and payable. There is no contest, claim or right of set- off, other than returns in the ordinary course of business consistent business, under any contract with past practice any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Section 3.22(a) of the Company Disclosure Schedule contains a complete and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices accurate list of all Accounts Receivable as of the Company and its Subsidiaries and in accordance with GAAPlast day of the calendar month preceding the date of this Agreement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable and Inventory. The accounts receivable of the Company and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as are reflected on the books and records of the Company and its Subsidiaries on the date hereof or that will be reflected on such books and records as of the Closing arose out of bona fide sales and deliveries of goods, performance of services or other business transactions, arose in the ordinary course of business and have been reflected on the Most Recent Balance Sheet or the books and records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.213.23, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. Except as set forth in Schedule 3.213.23, the inventories of the Company and its Subsidiaries reflected on the Most Recent Balance Sheet and held by the Company and its Subsidiaries on the date hereof are, or the inventories of the Company and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date will be, in all material respects when taken as a whole, usable or saleable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP.

Accounts Receivable and Inventory. The accounts receivable of the Company and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as are All Accounts Receivable reflected on the books Latest Balance Sheets, and records all Accounts Receivable arising subsequent to the date of the Company and its Subsidiaries on the date hereof or that will be reflected on such books and records as of the Closing arose out of Latest Balance Sheets, have arisen from bona fide sales and deliveries of goods, performance of services or other business transactions, arose transactions in the ordinary course of business and have been reflected on the Most Recent Balance Sheet or the books and records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices or any other entity of the Company Group on trade terms consistent with past practices. If such Accounts Receivable have been sold pursuant to the Factoring Agreement then the terms and its Subsidiaries provisions of the Factoring Agreement applies and such amounts are therefore considered by the Company to be payable to it pursuant to the Factoring Agreement (and are no longer considered Accounts Receivable of the Company Group) (net of reserves established therefor by the Company Group). All Account Receivable (net of reserves established therefor by the Company Group), (a) represent valid and binding obligations due to the Company or any other entity of the Company Group, enforceable in accordance with GAAPtheir terms, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.21, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or and (b) estimated earnings on uncompleted projects. Except as set forth (with respect to Accounts Receivable other than those factored pursuant to the Factoring Agreement) have been collected or are collectible in Schedule 3.21, the inventories ordinary course of business of the Company and its Subsidiaries reflected on or any other entity of the Most Recent Balance Sheet and held Company Group in the aggregate recorded amounts thereof in accordance with their terms without valid set-off or counterclaim. Schedule 3.14 lists all of the Accounts Receivable which are owned by the Company at December 31, 1998. All the Inventory acquired since January 1, 1999, consists of a quality and its Subsidiaries on the date hereof are, or the inventories of the Company quantity usable and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date will be, usable or saleable salable in the ordinary course of business consistent with past practice practice, subject to normal and customary Company Group policies for spoilage, damage and outdated items. All items included in the Inventory are the property of the Company and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices any other entity of the Company Group, and except for the Permitted Liens, mechanics, warehouse, materialmen, and similar liens, are free and clear of any Lien, have not been pledged as collateral, are not held by the Company or any other entity of the Company Group on consignment from others and conform in all material respects to all standards applicable to such Inventory which is finished goods inventory or its Subsidiaries and in accordance with GAAPuse or sale imposed by any Law.