Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the The accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, except as set forth on Schedule 2.21 subject to any material discount, contingency, claim of offset or recoupment or counterclaimcounter claim except as reflected on the reserves set forth on the Balance Sheet; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All Other than those accounts receivable set forth on the Balance Sheet, all accounts receivable of the Company and its Subsidiaries TDK arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, and except as set forth on Schedule 2.21 are not subject to any material discount, contingency, claim of offset off-set or recoupment or counterclaim, except for normal reserves consistent with past practice. The TDK believes that the amount carried for doubtful accounts allowances, including, without limitation, markdowns, price protection, bad debt allowance and allowances reserves, disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. The aged accounts receivable report of TDK and its Subsidiary delivered by TDK to Take-Two as of a date within ten (10) days prior to the date of this Agreement (which shall be updated as of a date within ten (10) days prior to the Closing Date) is true, complete and accurate in all material respects. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items in good and merchantable condition, of a quantity and quality usable or useable and saleable in the ordinary course of business, to TDK’s Knowledge, at its normal gross profit margins experienced over the last twelve (12) months. All of such inventories were acquired are valued on the Balance Sheet in the ordinary course of business accordance with US GAAP applied on a basis consistent with TDK’s and its Subsidiary’s past practices, and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case case, in an amount believed by the Company TDK as of the date of this Agreement the Balance Sheet to be adequate, for all slow-slow moving, obsolete obsolete, unusable inventories or unusable inventoriesnot readily marketable items.

Accounts Receivable; Inventory. Subject to any reserves ------------------------------ set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31June 30, 2000, 1997 as filed with the SEC prior to the date of this Agreement (the "Company Balance --------------- Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ----- ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's ’s Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 20002002, as filed with the SEC prior to the date of this Agreement (the "“Company Balance Sheet"”), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's ’s past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. , The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories. SECTION 4.26.

Accounts Receivable; Inventory. Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31June 30, 2000, 1997 as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.. Section 3.25

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the CompanyCandie's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Candie's Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Candie's Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; : and represented, as of the date of the Company Candie's Balance Sheet, bona fide claims against debtors for or sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries Candie's arising after the date of the Company Candie's Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Candie's Balance Sheet is believed by the Company Candie's as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Candie's Balance Sheet. As of the date of the Company Candie's Balance Sheet, the inventories shown on the Company Candie's Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Candie's Balance Sheet in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent with the CompanyCandie's past practices, and provision has been made or reserves have been established on the Company Candie's Balance Sheet, in each case in an amount believed by the Company Candie's as of the date of this Agreement the Candie's Balance Sheet to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any reserves allowances set forth in the balance sheet of the Company included in the CompanyTarget's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet Sheet, arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries Target arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves allowances consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or on realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a merchantable condition and of a quantity and quality suitable, usable or saleable in the ordinary course of business. All of such inventories were acquired and salable in the ordinary course of business and, as of for the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practicespurpose for which they are intended. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves sufficient allowances have been established on the Company Balance Sheet, in each case in an adequate amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories. The inventories shown in the Balance Sheet do not consist of any manufactured to customer specifications effectively rendering the Inventories saleable only to that customer.

Accounts Receivable; Inventory. Subject to any reserves (a) The accounts receivable set forth on the Interim Financial Statements represent bona fide claims of Dataradio or one of its Subsidiaries against debtors for products sold or services performed or other charges arising on or before the date hereof. Such accounts receivable are subject to no defenses, counterclaims or rights of setoff and are fully collectible in the balance sheet Ordinary Course of Business without cost in collection efforts therefor, except to the extent of the Company included appropriate reserves for bad debts on accounts receivable as set forth on the Interim Financial Statements and, in the Company's Quarterly Report on Form 10-Q for case of accounts receivable arising since the quarter ended March 31Interim Date, 2000, as filed with the SEC prior to the date extent of this Agreement (the "Company Balance Sheet"), the a reasonable reserve rate for bad debts on accounts receivable shown which is not greater than the rate reflected by the reserve for bad debts on the Interim Financial Statements. (b) The Inventory reflected in the Company Balance Sheet arose Financial Statements or thereafter acquired (through the Closing Date) has been determined and valued in accordance with Canadian GAAP applied on a consistent basis as reflected in the Financial Statements and the books and records Dataradio and its Subsidiaries at the lower of cost or market on a first-in, first-out basis. The Inventory (whether raw materials, work-in-process or other inventory) is of first quality usable or salable in the ordinary course of business; were not, as of except for obsolete or damaged Inventory for which adequate reserves have been made on the date of Financial Statements or, with respect to the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising period after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business andFinancial Statements, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal which reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown have been established on the Company Balance Sheet consisted books and records of Dataradio and in all material respects of items of a quantity and quality usable or saleable Subsidiaries in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects accordance with Canadian GAAP in the ordinary course of business consistent with past practices. No previously sold Inventory is subject to refunds materially in excess of that historically experienced by Dataradio and its Subsidiaries. All such inventories are valued on Inventory conforms to all applicable design specifications or industry standards of any governmental entity or otherwise. All commitments or orders for work-in- process were entered into in the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as ordinary course of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriesbusiness.

Accounts Receivable; Inventory. Subject to any reserves set forth in the balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31September 30, 20002002, as filed with the SEC prior to the date of this Agreement (the "Company Balance Sheet"), the accounts receivable shown in the Company Balance Sheet arose in the ordinary course of business; were not, as of the date of the Company Balance Sheet, subject to any material discount, contingency, claim of offset or recoupment or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and other charges. All accounts receivable of the Company and its Subsidiaries arising after the date of the Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, are not subject to any material discount, contingency, claim of offset or recoupment or counterclaim, except for normal reserves consistent with past practice. The amount carried for doubtful accounts and allowances disclosed in the Company Balance Sheet is believed by the Company as of the date of this Agreement to be sufficient to provide for any losses which may be sustained or realization of the accounts receivable shown in the Company Balance Sheet. As of the date of the Company Balance Sheet, the inventories shown on the Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventories.

Accounts Receivable; Inventory. Subject to any GAAP reserves set forth in the unaudited consolidated balance sheet of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31and its subsidiaries at December 28, 2000, as filed with the SEC prior to the date of this Agreement 2002 (the "Unaudited Company Balance Sheet"), all inventories, accounts and notes receivable of the accounts receivable shown Company and its subsidiaries reflected in the Unaudited Company Balance Sheet arose have arisen in the ordinary course of business; business and were not, as of the date of the Company Balance Sheet, not subject to any material discount, vendor margin agreements, "high/low" holdbacks, contingency, "make whole," chargebacks, writeoffs, writedowns, "make good", guaranty, return, allowance, claim of offset or recoupment recoupment, counterclaim or counterclaim; and represented, as of the date of the Company Balance Sheet, bona fide claims against debtors for sales, leases, licenses and Liens (other chargesthan Permitted Liens). All accounts and notes receivable of the Company and its Subsidiaries subsidiaries arising after subsequent to the date of the Unaudited Company Balance Sheet through the date of this Agreement arose in the ordinary course of business and, as of the date of this Agreement, and are not subject to any material discount, vendor margin agreements, "high/low" holdbacks, contingency, "make whole", chargebacks, writeoffs, writedowns, "make good", guaranty, discount, return, allowance, claim of offset or recoupment recoupment, counterclaim or counterclaimLiens (other than Permitted Liens), except for normal GAAP reserves consistent with past custom and practice. The amount carried reserves for doubtful accounts and allowances disclosed in set forth on the Unaudited Company Balance Sheet is believed and notes are evaluated by the Company as of the date of this Agreement to be sufficient quarterly and have been established in accordance with past custom and practice and are substantially adequate to provide for any all losses which may be sustained or on realization of the accounts receivable shown in on the Unaudited Company Balance Sheet. As of the date of the Company Balance Sheet, the The inventories shown on the Unaudited Company Balance Sheet consisted in all material respects of items of a quantity and quality usable or saleable in the ordinary course of business. All of such inventories were acquired in the ordinary course of business and, as of the date of this Agreement, and have been replenished in all material respects in the ordinary course of business consistent with past practices. All such inventories are valued on the Company Balance Sheet in accordance with GAAP applied on a basis consistent with the Company's past practices, custom and provision has been made or reserves have been established on the Company Balance Sheet, in each case in an amount believed by the Company as of the date of this Agreement to be adequate, for all slow-moving, obsolete or unusable inventoriespractice.