Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have not invoiced or otherwise charged any of its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Datehereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) ), are valid and subsisting, and except as set forth on Schedule 2.11(a) ), all such Accounts Receivable arose in the Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have has not invoiced or otherwise charged any of its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good goods and services provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION.

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Company and its Subsidiaries and an aging schedule Schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Datehereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) ), are valid and subsisting, and except as set forth on Schedule 2.11(a) ), all such Accounts Receivable arose in the Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance SheetSheet with respect to the Accounts Receivable on Schedule 2.11(a) and except to the extent of the allowance for doubtful accounts on the Closing Balance Sheet with respect to the Accounts Receivable on the Closing Date, the Accounts Receivable are fully collectible collectible, and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Except as set forth on Schedule 2.11(a)-1, the Company and its Subsidiaries have not invoiced or otherwise charged any of its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good goods and services provided or to be provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSIONCompany or its Subsidiaries, except for shipping and handling fees associated with the goods and services provided.

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are 2.9(a)-1 of the Disclosure Schedules is a list of all the accounts receivable of the Company and an aging schedule relating theretothereto (excluding any such accounts receivables that are exclusively related to the Excluded Businesses), each as of the end of the last completed calendar fiscal month prior to the date hereof and hereof. Such accounts receivable (the “Accounts Receivable”) are valid as of the end of the last completed calendar fiscal month prior to Closing Date. Such accounts receivable and any accounts receivable arising between such the date and the Closing Date (collectivelyhereof and, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) 2.9(a)-1 of the Disclosure Schedules, all such Accounts Receivable arose in the Ordinary Course of Business. Except to To the extent of the allowance for doubtful accounts on the Balance SheetSeller’s Knowledge, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment Company has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have not invoiced or otherwise charged any of its respective customers (other than to the extent exclusively related to the Excluded Businesses) for amounts in excess of the amounts that such customer had theretofore previously agreed to pay for the good goods and services provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION“To the Seller’s Knowledge” or any other similar knowledge qualification with respect to Seller in this Agreement means the actual knowledge of the Persons set forth in Schedule 2.9(a)-2 of the Disclosure Schedules.