Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Annual Report on Form 10-K for the year ended January 31, 1998 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)

AutoNDA by SimpleDocs

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Annual Report on Form 10-K for the year ended January December 31, 1998 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 such the Company Balance Sheet to be sufficient to provide for any losses which may be sustained or realization of failure to realize the accounts receivable shown in the Company Balance Sheet.

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc), Acquisition Agreement and Plan of Merger (Intervoice Inc)

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Annual Report on Form 10-K for the year ended January 31, 1998 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GMG Acquisition Corp)

AutoNDA by SimpleDocs

Accounts Receivable; Inventory. (a) Subject to any reserves set forth in the consolidated balance sheet of the Company included in the Company's Annual Report on Form 10-K for the year ended January 31, 1998 as filed with the SEC prior to the date of this Agreement (the "Company Balance SheetCOMPANY 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Motorsport Group Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.