Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies is subject to any claim of offset, recoupment, setoff or counter-claim, and Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies is contingent upon the performance by any of the Acquired Companies of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Company has provided to Acquiror an accurate aging of the Acquired Companies’ accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired CompaniesCompany’s and its Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies Company and its Subsidiaries is contingent upon the performance by the Company or any of the Acquired Companies Subsidiary of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable. The Company has provided to Acquiror or its counsel an accurate aging of the Acquired CompaniesCompany’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies Company is subject to any asserted claim of offset, recoupment, setoff or counter-claim, and Parent and Company has have no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies Company is contingent upon the performance by any of the Acquired Companies Company of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable which would result in a reduction to the stated amount of such accounts receivable. Company has provided to Acquiror or its counsel an accurate aging of the Acquired Companies’ Company’s accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies Company which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.

Accounts Receivable and Payable. (a) The Statement of Net Assets includes all accounts receivable of the Business. The accounts receivable shown on the Company Balance Sheet Statement of Net Assets that are not Excluded Assets (the “Assumed A/Rs”) arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are are, to Parent’s and the Company’s knowledge, collectible in the book amounts thereof. Allowances Pro forma allowances for doubtful accounts and warranty returns as reported in the Statement of Net Assets have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivablespractices. The accounts receivable of the Acquired Companies Assumed A/Rs arising after the Balance Sheet Statement of Net Assets Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are are, to Parent’s and the Company’s knowledge, collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies Company is subject to any claim of offset, recoupment, setoff or counter-claim, and neither Parent nor the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies is contingent upon the performance by any of the Acquired Companies of any obligation or Contract and no No agreement for deduction or discount has been made with respect to any of such accounts receivableAssumed A/Rs. Schedule 2.20(a) of the Company has provided to Acquiror Disclosure Letter sets forth an accurate aging of the Acquired Companies’ Company’s accounts receivable in the aggregate and by customer, which indicates . Schedule 2.20(a) of the Company Disclosure Letter sets forth such amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies which Company that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.