Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts and notes receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as which are reflected on the books Final Closing Balance Sheet are good and collectible in the ordinary course of Seller on business at the date hereofaggregate recorded amounts thereof, are (except to less the extent reserved in accordance with GAAP) validamount of the allowance for doubtful accounts reflected thereon, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defensesoffsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, deductionsless the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), set-offs or counterclaimsand are not subject to offsets. The inventories reflected on the Audited and Unaudited Financial Statements Balance Sheets, and held by Seller thereafter added, as reflected on the date hereofClosing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of reserves therefor in accordance with GAAP, are the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of Business. Such inventories have been reflected business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Unaudited Financial Statements Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supplymarket.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereofhereof are current, good and collectible, except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and GAAP and are consistent with prior practices). All such accounts receivable (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, hereof do not include any items which are not usable or saleable in the ordinary course of Businessbusiness of Seller or are obsolete or discontinued items. Such inventories have been reflected on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, neither Seller does not have nor any Shareholder has any Knowledge of any conditions affecting the supply of materials or products available to Seller Seller, and, to the Knowledge of SellerSeller and the Shareholders, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller the Sellers reflected in the Unaudited Financial Statements State­ments and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller the Sellers on the date hereofhereof and included in the Acquired Assets are current, good and collectible except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and GAAP and are consistent with prior practices). All such accounts receivable (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries deliver­ies of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, and, except as set forth in Schedule 2.21 hereto, deductions, set-offs setoffs or counterclaimscounterclaims and, except as set forth in Schedule 2.21 hereto, do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. The inventories reflected on the Unaudited Financial Statements and held by Seller the Sellers on the date hereof, net of reserves therefor hereof and included in accordance with GAAP, the Acquired Assets do not include any items which are not usable or saleable in the ordinary course of Businessbusiness of the Sellers or are obsolete or discounted items. Such inventories have been reflected reflect­ed on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, a Seller at an increased value. All Except as set forth in Schedule 2.21 hereto, all such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, materials and supplies and products have been purchased by Seller the Sellers in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 2.21 hereto, no Seller does not have any Knowledge is aware of any material adverse conditions affecting the supply of materials or products available to Seller the Seller, and, to the Knowledge best knowledge of the Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller DAP reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller DAP on the date hereof, hereof are good and collectible except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and are consistent with prior practices). All such accounts receivable (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited balance sheets included in the Financial Statements Statements, and the inventories held by Seller DAP on the date hereof, net of reserves therefor in accordance with GAAP, (i) do not include any items which are not usable or saleable in the ordinary course of Business. Such inventories business of DAP, and (ii) have been reflected on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) ), in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien (other than the Lien as a result of the indebtedness under the Loan Agreement set forth on Schedule 2.12 hereto), except to the extent reserved against or reflected in the Financial Statements. Since the date of the Financial Statement DateStatements, inventories of raw materials, materials and supplies and products have been purchased by Seller DAP in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does DAP is not have any Knowledge aware of any material adverse conditions affecting the supply of materials or products available to Seller DAP, and, to the Knowledge best knowledge of SellerDAP, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller the Corporation reflected in the Unaudited Financial Statements Statements, the Closing Date Balance Sheet and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller the Corporation on the date hereof, are hereof (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements Statements, the Closing Date Balance Sheet and held by Seller the Corporation on the date hereof, net of reserves therefor in accordance with GAAP, hereof do not include any items which are not usable or saleable in the ordinary course of Businessbusiness of the Corporation at normal margins (without discount therefrom) except to the extent reserved against on the Financial Statements and the Closing Date Balance Sheet. Such inventories have been reflected on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) ), in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, materials and supplies and products have been purchased by Seller the Corporation only in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 2.24 hereto, Seller does the Corporation is not have any Knowledge aware of any material adverse conditions affecting the supply of materials or products available to Seller the Corporation, and, to the Knowledge knowledge of Sellerthe Corporation, the consummation of the transactions contemplated hereby will not materially adversely affect any such supplysupply or replacement supply of a similar product.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are Richfield reflected on the books of Seller Schedule 2.26 attached hereto on the date hereof, hereof are good and collectible consistent with prior practices. All such accounts receivable (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited statement of assets and liabilities included in the Financial Statements Statements, and the inventories held by Seller Richfield on the date hereof, net of reserves therefor in accordance with GAAP, (i) do not include any items which are not usable or saleable in the ordinary course of Business. Such inventories business of Richfield, and (ii) have been reflected on the Unaudited Financial Statements such statement of assets and liabilities at the lower of cost or market value (taking into account the usability or salability thereof) ), in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement DateDecember 31, 1995, inventories of raw materials, materials and supplies and products have been purchased by Seller Richfield in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does Richfield is not have any Knowledge aware of any material adverse conditions affecting the supply of materials or products available to Seller Richfield, and, to the Knowledge best knowledge of SellerRichfield, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, hereof are (except to the extent reserved in accordance with GAAP) , valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's ’s Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, GAAP are usable for sale or saleable regrind in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements Company are valid and the accounts receivable aging report set forth in Schedule 5.21genuine, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise have arisen solely out of bona fide sales and deliveries of goods, performance of services or other business transactions in the Ordinary Course of Business, and to Seller's Knowledge, are not subject to valid defenses, deductions, set-offs or counterclaims; provided that, without limiting the representation made in the following sentence, neither Selling Stockholder makes any representation or warranty regarding the collectibility of any such account receivable. The allowances for collection losses associated with such accounts receivable reflected on the Company's books have been determined in accordance with GAAP and are consistent with past practice. The inventories reflected on the Unaudited Financial Statements Most Recent Balance Sheet and held by Seller the Company on the date hereof, net of reserves therefor in accordance with GAAP, hereof do not include any items that are not usable or saleable in the ordinary course Ordinary Course of BusinessBusiness of the Company or are obsolete or discontinued items. Such inventories have been reflected on the Unaudited Financial Statements Most Recent Balance Sheet at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Datedate of the Most Recent Balance Sheet, inventories of raw materials, supplies and products have been purchased by Seller the Company in the ordinary course Ordinary Course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise materially changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does The Selling Stockholders do not have any Knowledge of any conditions materially affecting the supply of materials or products available to Seller the Company, and, to the Knowledge of Sellerthe Selling Stockholders, the consummation of the transactions contemplated hereby will not materially adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller the -------------------------------- Corporation reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller the Corporation on the date hereof, hereof are good and collectible except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and are consistent with prior practices). All such accounts receivable (except to the extent so reserved in accordance with GAAPagainst) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller the Corporation on the date hereof, net of reserves therefor in accordance with GAAP, hereof do not include any items which are not usable or saleable in the ordinary course of Businessbusiness of the Corporation or are absolute or discounted items. Such inventories have been reflected on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) ), in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, materials and supplies and products have been purchased by Seller the Corporation in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does The Corporation is not have any Knowledge aware of any material adverse conditions affecting the supply of materials or products available to Seller the Corporation, and, to the Knowledge of Sellerthe Corporation, the consummation of the transactions contemplated hereby will not adversely affect any such supply. The Corporation does not have any agreements or obligations to regarding trade credits, allowances, rebates or similar agreements, except for any reflected on the Financial Statements.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are Companies reflected on the books of Seller SCHEDULE 2.26 attached hereto on the date hereof, hereof are (except to good and collectible in the extent reserved in accordance ordinary course of business consistent with GAAP) past practices of the Companies regarding the collection of accounts receivable. Such accounts receivable are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaimscounterclaims (except those in the ordinary course of business consistent with past practices). The inventories reflected on the Unaudited balance sheets included in the Financial Statements Statements, and the inventories held by Seller the Companies on the date hereof, net of reserves therefor in accordance with GAAP, (i) do not include any items which are not usable or saleable in the ordinary course of Business. Such inventories business of the Companies, and (ii) have been reflected on the Unaudited Financial Statements such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof) ), in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement DateDecember 31, 1996, inventories of raw materials, materials and supplies and products have been purchased by Seller the Companies in the ordinary course of the Businessbusiness, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does The Companies are not have any Knowledge aware of any material adverse conditions affecting the supply of materials or products available to Seller the Companies, and, to the Knowledge best knowledge of Sellerthe Companies, the consummation of the transactions contemplated hereby will not adversely affect any such supply.