Common use of Accounts Receivable; Work-in-Process; Accounts Payable Clause in Contracts

Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Business and which was transferred to the Xxxxx XX pursuant to the Conveyance Documents, as being due to the Kenna Business and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet) in the ordinary course of business, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna Business, or the reserves with respect thereto, or accounts payable of the Kenna Business which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Limited Partnership Unit Purchase Agreement (MDC Partners Inc)

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Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Business IMS Holdco and which was were transferred to the Xxxxx XX Company pursuant to the Conveyance DocumentsDocument, as being due to the Kenna Business Company and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet) in the ordinary course of business, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna BusinessCompany, or the reserves with respect thereto, or accounts payable of the Kenna Business Company which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (MDC Partners Inc)

Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Cap C Business and which was transferred to the Xxxxx XX CLP pursuant to the Conveyance Documents, as being due to the Kenna Cap C Business and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet) in the ordinary course of business, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna Cap C Business, or the reserves with respect thereto, or accounts payable of the Kenna Cap C Business which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Limited Partnership Unit Purchase Agreement (MDC Partners Inc)

Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, receivable and unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Commercial Services Business and which was transferred to the Xxxxx XX pursuant to the Conveyance Documents, as being due to the Kenna Business and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full in the ordinary course of business (less the amount of any aggregate provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Seller Balance Sheet) and in any event within ninety (90) days of the ordinary course of businessinvoice date, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) invoices of the Commercial Services Business is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna Seller on account of the Commercial Services Business, or the reserves with respect thereto, or accounts payable of the Kenna Commercial Services Business in each case which would have a Material Adverse Effect. Except as set forth on Section 3.15 of the Seller Disclosure Letter, the Seller has not received prior to the Closing Date payment from any client of the Commercial Services Business in respect of manpower to be expended, services to be rendered, or development, production or other expenses or costs to be incurred, after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

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Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Business TEAM, O-A and Pulse and which was transferred to the Xxxxx XX Company and the Subsidiaries pursuant to the NT Conveyance DocumentsDocument, as being due to the Kenna Business Company and the Subsidiaries and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet) in the ordinary course of business, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna BusinessCompany or any Subsidiary, or the reserves with respect thereto, or accounts payable of the Kenna Business Company or any Subsidiary which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MDC Partners Inc)

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