Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) The Accounts Receivable shown in the Interim Balance Sheet and that constitute Purchased Assets to be purchased under Section 2.01 arose in the ordinary course of business consistent with past practice. Allowances for doubtful accounts are adequate and have been prepared in accordance with GAAP and in accordance with the past practices of the Company. The Accounts Receivable of the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and prior to the Closing Date, as determined in the ordinary course of business consistent with the past practices of the Company. No Person has any Encumbrance on any Accounts Receivable and no agreement for deduction or discount has been made with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable of the Company in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts. The Company does not have any Accounts Receivable from any director, officer or employee or Affiliate of the Company.

Accounts Receivable; Inventory. (a) The Accounts Receivable shown in All accounts receivable reflected on the Interim Latest Balance Sheet or on the accounting records of the Company and that constitute Purchased Assets to be purchased under Section 2.01 arose its Subsidiaries as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business consistent with past practicebusiness. Allowances for doubtful accounts are adequate and have been prepared in accordance with GAAP and in accordance with the past practices of the Company. The Accounts Receivable of the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and Unless paid prior to the Closing Date, except as determined shown in Schedule 3.1(h), the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserve shown on the Balance Sheet or on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistently with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Latest Balance Sheet represented of the Accounts Receivables reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging. Subject to such reserves, except as shown in Schedule 3.1(h), each of the Accounts Receivable either has been or will be collected in full, without any setoff. Except as shown in Schedule 3.1(h), the inventories and work in progress reflected on the Latest Balance Sheet and those items of inventory constructed or acquired by the Company and the work performed by the Company after the date of the Latest Balance Sheet, except to the extent disposed of or billed since such date in the ordinary course of business consistent with the past practices conduct of the Company. No Person has any Encumbrance on any Accounts Receivable and no agreement for deduction or discount has been made with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable of business by the Company or its Subsidiaries, are, in the aggregate case of such inventory, in good, merchantable and by customerusable condition, and indicates and, in the amounts of allowances for doubtful accounts. The Company does not have any Accounts Receivable from any director, officer or employee or Affiliate of the Company.case

Accounts Receivable; Inventory. (a) The Accounts Receivable shown in All accounts receivable reflected on the Interim Latest Balance Sheet or on the accounting records of the Company and that constitute Purchased Assets to be purchased under Section 2.01 arose its Subsidiaries as of the Closing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business consistent with past practicebusiness. Allowances for doubtful accounts are adequate and have been prepared in accordance with GAAP and in accordance with the past practices of the Company. The Accounts Receivable of the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and Unless paid prior to the Closing Date, except as determined shown in Schedule 3.1(h), the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserve shown on the Balance Sheet or on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistently with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Latest Balance Sheet represented of the Accounts Receivables reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging. Subject to such reserves, except as shown in Schedule 3.1(h), each of the Accounts Receivable either has been or will be collected in full, without any setoff. Except as shown in Schedule 3.1(h), the inventories and work in progress reflected on the Latest Balance Sheet and those items of inventory constructed or acquired by the Company and the work performed by the Company after the date of the Latest Balance Sheet, except to the extent disposed of or billed since such date in the ordinary course conduct of the business consistent by the Company or its Subsidiaries, are, in the case of such inventory, in good, merchantable and usable condition, and, in the case of such work in progress, represent work completed in accordance with the past practices requirements of any applicable contract, and, in each case, have been reflected on the Company. No Person has any Encumbrance on any Accounts Receivable and no agreement for deduction or discount has been made with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable books of the Company in accordance with GAAP. Except as set forth on Schedule 3.1(e) hereto, all such inventories and work in progress are owned by the aggregate Company or its Subsidiaries free and by customer, and indicates the amounts clear of allowances for doubtful accounts. The Company does not have any Accounts Receivable from any director, officer or employee or Affiliate of the CompanyEncumbrances.

Accounts Receivable; Inventory. (a) The All Accounts Receivable shown in of the Interim Company are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, subject only to the reserve for bad debts set forth on the face of the Latest Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and that constitute Purchased Assets to be purchased under Section 2.01 arose in practice of the ordinary course of business Company (which reserves are adequate and calculated consistent with past practice). Allowances There is no contest, Claim, defense or right of setoff, other than returns in the Ordinary Course of Business of the Company, under any Contract with any account debtor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.16 contains a complete and accurate list of all Accounts Receivable as of May 25, 2011, which list sets forth the aging of each such Account Receivable. No customer has given the Company notice of any dispute regarding the Accounts Receivable, and no request or agreement for doubtful accounts are adequate reduction or discount with respect to the Accounts Receivable has been made. All items included as Inventory consist of a quality and have been prepared quantity saleable in the Ordinary Course of Business of the Company in accordance with GAAP and with past practices. All Inventory that is comprised of raw coal can reasonably be expected to be consumed in accordance with the past practices Ordinary Course of Business within a reasonable period of time. Except as set forth on Schedule 4.16, none of the Company. The Accounts Receivable of ’s Inventory has been consigned to others or is on consignment from others and the Company constituting Purchased Assets to be purchased under Section 2.01 arising after the Latest Balance Sheet Date and prior to the Closing Date arose or will arise is not in the ordinary course possession of business consistent with past practice. The Accounts Receivable are anything that it has included in its Inventory that is not subject to any material claim of offsetowned by it, recoupment, set off or counter-claim and, to the Company’s Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim in any such case, except to the extent otherwise reflected in the allowances for doubtful accounts as provided for in the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Latest Balance Sheet Date and prior to the Closing Date, as determined in the ordinary course of business consistent with the past practices of the Company. No Person has any Encumbrance on any Accounts Receivable and no agreement for deduction or discount has been made with respect to any Accounts Receivable. Schedule 3.06(a) sets forth an aging of Accounts Receivable of the Company in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts. The Company does not have any Accounts Receivable from any director, officer or employee or Affiliate of the Companyincluding coal already sold.