Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 7 contracts
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), Stock Purchase Agreement, Stock Purchase Agreement
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 5 contracts
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), Stock Purchase Agreement (Home Products International Inc), Merger Agreement (Compscripts Inc)
Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and, other than as set forth in Schedule 2.23 of the Company Disclosure Letter, have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices. The accounts receivable of the Acquired Companies that are reflected on Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Interim Balance Sheet ordinary course of business, consistent with past practices, represented or on shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the accounting records book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s and the Subsidiaries’ past practices. None of the Acquired Companies accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Except for Permitted Encumbrances or as disclosed in Schedule 2.23 of the Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.23 of the Company Disclosure Letter sets forth (a) an aging of the Company’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, (b) the amounts of allowances for doubtful accounts, and (c) the amounts of warranty reserves 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent Date. Warranty return provisions have been prepared in accordance 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableGAAP consistently applied.
Appears in 4 contracts
Samples: Share Purchase Agreement (Sonosite Inc), Share Purchase Agreement (Sonosite Inc), Share Purchase Agreement (Sonosite Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(ff) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Genspera Inc), Securities Purchase Agreement (Genspera Inc), Securities Purchase Agreement (Genspera Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Ustelematics Inc), Securities Purchase Agreement (Aprecia Inc), Securities Purchase Agreement (Aprecia Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 3 contracts
Samples: Share Purchase Agreement (Global Gold Corp), Share Purchase Agreement (Global Gold Corp), Share Purchase Agreement (Global Gold Corp)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 3 contracts
Samples: Securities Purchase Agreement (NewCardio, Inc.), Securities Purchase Agreement (Marine Park Holdings, Inc.), Securities Purchase Agreement (Juhl Wind, Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies MMP that are reflected on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (collectively, the "MMP Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the MMP Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves reserve shown on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the MMP Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet MMP Financial Statements represented of the MMP Accounts Receivable reflected therein and will not represent a material adverse change MMP Material Adverse Effect in the composition of such MMP Accounts Receivable in terms of aging). Subject to such reserves, each of the MMP Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an MMP Accounts Receivable relating to the amount or validity of such MMP Accounts Receivable. Part 3.8 of MMP shall deliver on the Disclosure Letter contains Closing Date a complete and accurate list of all MMP Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc), Stock Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 3 contracts
Samples: Stock Purchase Agreement (American Resources & Development Co), Stock Exchange Agreement (American Resources & Development Co), Stock Purchase Agreement (American Resources & Development Co)
Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Balance Sheet or the Interim Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within 90 days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the Interim Balance Sheet, the recorded allowance for collection losses on the Interim Balance Sheet or, in the case of Accounts Receivable arising since the Interim Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies 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 BusinessCompany and its Subsidiaries. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown The allowance for collection losses on the Balance Sheet or the Interim Balance Sheet or and, with respect to Accounts Receivable arising since the Interim Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Acquired Companies Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date are believed by the Company to be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are reserve shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/)
Accounts Receivable. All accounts To Seller’s Knowledge, all Accounts receivable of the Acquired Companies that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Interim Audited Closing Balance Sheet or on the accounting records of the Acquired Companies Seller and the Division as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing DateDate and to Seller’s Knowledge, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Pre-Signing Balance Sheet or on the accounting records of Estimated Closing Balance Sheet or on the Acquired Companies as of the Audited Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, and in the case of reserves shown on the reserve as of the Audited Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Final Closing Date Balance Sheet than the reserve reflected in on the Interim Pre-Signing Balance Sheet represented representative of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in Material Adverse Effect with respect to the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There To Seller’s Knowledge, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 Section 3(t) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Sonic Solutions/Ca/), Asset Purchase Agreement (Roxio Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(hh) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Genspera Inc), Securities Purchase Agreement (Genspera Inc), Securities Purchase Agreement (Genspera Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of included in the Closing Date Working Capital (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of in the Accounts Receivable included in the Closing DateWorking Capital, will not represent a greater percentage of the Accounts Receivable as of reflected in the Accounts Receivable included in the Closing Date Working Capital than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Exhibit 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Security Agreement (Viva International Inc)
Accounts Receivable. All The Sellers have made available to Buyer a list of all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers and their Subsidiaries as of the Closing Current Balance Sheet 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. Unless paid prior to the Closing Date, the “Current Accounts Receivable are or will be as Statement”), together with an aging schedule indicating a range of the Closing Date current and collectible net days elapsed since invoice. All of the respective reserves shown such accounts receivable listed on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Current Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns Statement arose in the Ordinary Course of Business, under are carried at values determined in accordance with GAAP consistently applied (except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), and are to Sellers’ Knowledge, collectible except to the extent of reserves therefor set forth in the Current Balance Sheet for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Sellers and their Subsidiaries (which are prepared in accordance with GAAP, except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), in each case, except as otherwise set forth in Sellers’ Disclosure Letter. No Person other than Buyer and its affiliates has any Contract Lien on any of such accounts receivable and no request or agreement for deduction or discount has been made with respect to any obligor of an the accounts receivable. To the Knowledge of Seller, the accounts receivable set forth in the Current Accounts Receivable relating Statement and other debts arising therefrom are not subject to any counterclaim or set-off and there are no claims or disputes with regard to any such accounts receivable except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of reserves reflected on the date of the Interim Current Balance Sheet. Since the Current Balance Sheet Date, which list sets forth the aging of such Accounts ReceivableSellers have not made any change in their credit policies, nor have they materially deviated therefrom.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Trestle Holdings Inc), Asset Purchase Agreement (Clarient, Inc)
Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable - - Accounts Receivable Availability before Sublimit(s) Net Available Accounts Receivable after Sublimit(s) Summary & Other Assets Reserves Total Reserves Calculated before the Credit Line - Total Collateral Availability - - Suppressed Availability - - Availability before Reserves Total Credit Line 350,000,000.00 Last 90 day Collections - - Reserves Total Reserves Calculated after the Credit Line - - Total Availability after Reserves before Loan Balance and LCs - - Letter of Credit Balance As of: Loan Ledger Balance As of: Net Availability - - Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Acquired Companies Borrowers that are reflected on (i) the Balance Sheet representations and warranties of each Borrower or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed its Subsidiaries contained in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are Credit Agreement or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected be applicable to any representations or warranties that already are qualified or modified by materiality in the Interim Balance Sheet represented of the Accounts Receivable reflected therein text thereof) on and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the Interim Balance Sheetforegoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer EXHIBIT C FORM OF COMPLIANCE CERTIFICATE on Parent’s letterhead To: Xxxxx Fargo Bank, which list sets forth National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [June ___], 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the aging “Credit Agreement”) by and among DEX MEDIA, INC., a Delaware corporation, YP LLC, a Delaware limited liability company, XXXXXXXXXXX.XXX LLC, a Delaware limited liability company, YP ADVERTISING & PUBLISHING LLC, a Delaware limited liability company, PRINT MEDIA LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Parent”), CERBERUS YP DIGITAL BLOCKER LLC, a Delaware limited liability company, CERBERUS YP BLOCKER LLC, a Delaware limited liability company, YP HOLDINGS LLC, a Delaware limited liability company, PRINT MEDIA HOLDINGS LLC, a Delaware limited liability company, YP INTERMEDIATE HOLDINGS CORP., a Delaware corporation, YP WESTERN HOLDINGS CORP., a Delaware corporation, YP SOUTHEAST HOLDINGS CORP., a Delaware corporation, YP MIDWEST HOLDINGS CORP., a Delaware corporation, YP CONNECTICUT HOLDINGS CORP., a Delaware corporation, PLUSMO HOLDINGS CORP., a Delaware corporation, and INGENIO HOLDINGS CORP., a Delaware corporation, as guarantors, the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo Bank”), as administrative agent for each Secured Party, Xxxxx Fargo Bank and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as joint lead arrangers, joint book runners, and co-collateral agents, and PNC Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned Financial Officer of Dex Media, Inc., as Administrative Borrower, hereby certifies in such capacity and not in his individual capacity as of the date hereof that:
Appears in 2 contracts
Samples: Credit Agreement (Thryv Holdings, Inc.), Credit Agreement (Thryv Holdings, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred eighty days after the day on which it first becomes due and payable, except for any Accounts Receivable payable in installments over a longer term pursuant to written Contract which, subject to such reserves, will be paid in full without set-off, in accordance with such written contracts. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts, sales return reserves and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate. The accounts receivable of the Acquired Companies that are reflected on Company and the Subsidiaries arising after the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or as will represent valid obligations arising from sales actually made or services actually performed be reflected in the Ordinary Course Company Closing Financial Certificate arose or shall arise in the ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, represented or shall represent bona fide claims against debtors for sales and other charges, less allowances for doubtful accounts, sales return reserves and warranty returns determined in accordance with GAAP consistently applied and the case Company’s and the Subsidiaries’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. None of the Closing Date, will not represent a greater percentage accounts receivable of the Accounts Receivable as Company and the Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Closing Date Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein normal warranty repair and will not represent a material adverse change in the composition replacement. No Person has any lien on any of such Accounts Receivable in terms of aging). Subject to such reservesaccounts receivable, each of the Accounts Receivable either and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivableaccounts receivable. Part 3.8 Schedule 2.20 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth an aging of the date Company’s and the Subsidiaries’ accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts, sales return reserves and warranty returns. Schedule 2.20 of the Interim Balance Sheet, which list Disclosure Letter sets forth such amounts of accounts receivable of the aging Company and the Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Accounts Receivableclaims.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Novation Companies, Inc.), Membership Interest Purchase Agreement (ShoreTel Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Employment Agreement (Sona Development Corp), Stock Purchase Agreement (Aduddell Industries Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jupitermedia Corp), Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent 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 Interim Year-end Balance Sheet represented of representing the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Merger Agreement (Merge Technologies Inc), Merger Agreement (Accuimage Diagnostics Corp)
Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected set forth on the Interim Balance Sheet or Sheet, and all accounts receivable arising since the Interim Balance Sheet Date, represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said accounts receivable are subject to no defenses, counterclaims or rights of setoff, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the accounting records of the Acquired Companies as of the Closing Date (collectivelyInterim Balance Sheet and, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course case of Businessaccounts receivable arising since the Interim Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable which is not greater than the rate reflected by the reserve for bad debts on the Interim Balance Sheet. Unless paid prior to As of the Closing Date, the Accounts Receivable are set forth on the Pre-Closing Balance Sheet will represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said Accounts Receivable will be as subject to no defenses, counterclaims or rights of setoff, except to the extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 set forth on the Pre-Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Equity Marketing Inc), Asset Purchase Agreement (Equity Marketing Inc)
Accounts Receivable. (a) All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Latest Year-End Balance Sheet or on the accounting records of October Balance Sheet, or which will be reflected on the Acquired Companies as of the Closing Date Final October Balance Sheet (collectively, the "Accounts Receivable") represent represented or (with respect to the Final October Balance Sheet) will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business. Unless paid collected by the Company prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves as shown on the Latest Year-End Balance Sheet or and the Interim October Balance Sheet or and to be shown on the Final October Balance Sheet, and on the accounting records of the Acquired Companies Company as of the Closing Date (which respective dates of said Balance Sheets. Such reserves are are, and with respect to the Final October Balance Sheet will be, adequate and calculated consistent with past practice and, in the case of the reserve as of in the Closing DateFinal October Balance Sheet, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Year-End Balance Sheet represented of the Accounts Receivable 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 set forth on Part 3.8(a) of the Disclosure Letter each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day date on which it first becomes due and payable. There Except as set forth on Part 3.8(a) to the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Barone Daren J), Stock Purchase Agreement (Oakhill Sportswear Corp /Ny/)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Agreement and Plan (Infospace Com Inc), Infospace Com Inc
Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the Acquired Companies that are reflected on ordinary course with respect to the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Company's business (collectively, the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations arising from sales actually made or services actually performed due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Ordinary Course Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of Business. Unless paid prior the Company) and (B) with respect to Accounts Receivable arising after the Closing Balance Sheet Date, the Accounts Receivable reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be as of on the Closing Date current enforceable in accordance with their terms, and collectible net of the respective reserves shown on the Balance Sheet (iv) are not or the Interim Balance Sheet will not be subject to any deduction, defense, set-off or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate counterclaim, and calculated further subject to normal allowances, deductions and customary discounts consistent with past practice and, in the case practices of the reserve Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Closing DateCompany and Seller, will not represent a greater percentage of there are no disputes between the Company and any account debtor with respect to any Accounts Receivable as and neither the Company nor Seller is aware of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in terms of aging)accordance with their respective terms. Subject to such reservesSince October 28, each of 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable either has been or will be collected in full, without accelerated the collection of any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hathaway Corp), Stock Purchase Agreement (Owosso Corp)
Accounts Receivable. All The Company will have delivered to Purchaser a complete and accurate schedule of the accounts receivable (including notes receivable) of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Business as of June 30, 2000, together with an accurate aging of such accounts receivable. Except for the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed reserves applicable thereto as set forth in the Ordinary Course of Business. Unless paid prior to the Closing DateFinancial Statements, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andsuch accounts receivable will, in the case of the reserve as of the Closing Date, will constitute valid receivables not represent in dispute by a greater percentage customer of the Accounts Receivable Company, except as disclosed in Section 3.7 of the Disclosure Schedule. As to the accounts receivable arising between June 30, 2000, and the Closing Date, such accounts receivable will, as of the Closing Date, constitute valid receivables not in dispute by a customer of the Company, except as disclosed in Section 3.7 of the Disclosure Schedule except for the reserves applicable thereto as set forth on the Financial Statements. Any invoiced account receivable as of the Closing Date than which is not collected in full prior to ninety (90) days thereafter shall be deemed to be uncollectible and Purchaser shall have the reserve reflected right to withdraw the amount of all uncollectible accounts receivable in excess of the reserve, as set forth in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Purchase Balance Sheet, which list sets forth from the aging Escrow Amount pursuant to the Escrow Agreement. In determining whether an account has been paid, any payments received on the account shall be applied to the oldest unpaid entry in the account, unless such account is in dispute or unless any payments made so designate specific invoice numbers, specific invoice amounts or date of delivery. Purchaser will use its commercially reasonable efforts to timely collect all such Accounts Receivableaccounts receivables within such ninety (90) day period after Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (South Texas Drilling & Exploration Inc), Stock Purchase Agreement (South Texas Drilling & Exploration Inc)
Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the Company's accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the last day of the last full calendar month preceding the date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the presentation in the Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts have been established by the Company and are set forth on SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (collectively30) days thereafter, the "Accounts Receivable") represent or Shareholders will represent valid obligations arising from sales actually made or services actually performed deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP consistent with the presentation in the Ordinary Course Financial Statements (the "Closing Date Receivables"), to be appended as part of BusinessSCHEDULE 3.15 hereto. Unless paid prior SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Closing Date, the Accounts Receivable Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or will set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be as reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the presentation in the Financial Statements, it being understood that in no event shall the reserve with respect to the Closing Date Receivables exceed 1% of the total face amount of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivables.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TMP Worldwide Inc), Stock Purchase Agreement (TMP Worldwide Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable is an Affiliate of any Acquired Entity or, to the Knowledge of any MCE Party, is involved in terms of aging)a bankruptcy or insolvency proceeding. Subject to such reservesExcept as set forth in Schedule 6.17, each of the no Accounts Receivable either has been are subject to prior assignment or will Lien. Except as reflected on the Latest Balance Sheet as would be collected in full, without any set-off, within ninety days adjusted for operations and transactions during the period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (New Source Energy Partners L.P.)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts Receivable"“ACCOUNTS RECEIVABLE”) represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent 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 Interim Year-end Balance Sheet represented of representing the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Merger Agreement (Faliks Aviel), Merger Agreement (Merge Technologies Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Coil Tubing Technology Holding, Inc. that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc. 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim latest Balance Sheet or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc., as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim latest Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.13 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Definitive Acquisition Stock Purchase Agreement (Coil Tubing Technology Holdings, Inc.), Definitive Acquisition Stock Purchase Agreement (Coil Tubing Technology, Inc.)
Accounts Receivable. All accounts receivable of which are included in the Acquired Companies that are Business Assets reflected on the BP Balance Sheet or arising since the Interim BP Balance Sheet Date represent bona fide amounts owed for products previously delivered or on the accounting records services previously rendered, and none of such accounts receivable represent a billing for products or services not yet delivered or rendered. All of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed accounts receivable which are included in the Ordinary Course of Business. Unless paid prior Business Assets are valid receivables and are current and, to the Closing DateBP Parties’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case collections experience of the reserve BP Asset Selling Entity or the Purchased Subsidiaries, as applicable), without resort to litigation or extraordinary collection activity, within ninety (90) calendar days of the Closing Date. To the BP Parties’ Knowledge, will not represent a greater percentage none of the Accounts Receivable as BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of $50,000 is subject to any defense, setoff or counterclaim by such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, account debtor other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor of an Accounts Receivable relating their business and subject to the amount recorded allowance for collection losses shown on the BP Balance Sheet Date. Except to the extent reserved against or validity of such Accounts Receivable. Part 3.8 reflected on the BP Financial Statements, to the Knowledge of the Disclosure Letter contains BP Parties, there is no reason why the accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries would not be collectible in the ordinary course of business consistent with past practice. The allowance for collection losses shown on the BP Balance Sheet has been determined in accordance with GAAP consistent with past practice. Set forth on Schedule 3.11 hereto is a complete and accurate list of all Accounts Receivable accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries with respect to the Business as of the date of the Interim Balance SheetDecember 31, which list sets forth 2010 including the aging of such Accounts Receivablethereof.
Appears in 2 contracts
Samples: Purchase Agreement (Intcomex, Inc.), Purchase Agreement (Brightpoint Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Log on America Inc), Stock Purchase Agreement (Log on America Inc)
Accounts Receivable. All Schedule 3.7 is an Accounts Receivable Aging Report which shows (i) the accounts receivable of the Acquired Companies, (ii) the name of each account debtor, (iii) the aging of each account receivable and the nature of the transaction in which it arose if other than an account receivable arising in the ordinary course of business and (iv) a list of the provisions for reserves for doubtful accounts receivable or write-offs of accounts receivable made by the Companies that are reflected since December 31, 1999. Except as set forth on Schedule 3.7 hereto, the accounts receivable of the Companies represent bona fide indebtedness incurred by account debtors and arose in the ordinary course of business. Since the Latest Balance Sheet or Date, except as set forth on Schedule 3.7 hereto, (i) no event has occurred that would, under practices in effect when the Interim Latest Balance Sheet or on Sheets were prepared, require an increase in the accounting records reserves for any accounts receivable and (ii) to the Knowledge of the Acquired Companies as of the Closing Date (collectivelyStockholder, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract off with any obligor of an Accounts Receivable account debtor relating to the amount or validity of such Accounts Receivableany account receivable other than those which do not exceed, in the aggregate, the reserve for uncollectible accounts contained in the Latest Balance Sheets. Part 3.8 The Companies have good and marketable title to their respective accounts receivable reflected on the Latest Balance Sheets and to each of the Disclosure Letter contains a complete accounts receivable that arose after the Latest Balance Sheet Date, free and accurate list clear of all Accounts Receivable as of the date of the Interim Balance SheetLiens, which list sets except for Liens set forth the aging of such Accounts Receivableon Schedule 3.7 hereto.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Healthplan Services Corp), Stock Purchase Agreement (Healthplan Services Corp)
Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made Claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable in terms is an Affiliate of aging). Subject to such reservesany Acquired Entity or, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount Knowledge of any Contributor, is involved in a bankruptcy or validity of such insolvency proceeding. Except as set forth in Schedule 6.17, no Accounts ReceivableReceivables are subject to prior assignment or Lien. Part 3.8 of Except as reflected on the Disclosure Letter contains a complete Latest Balance Sheet as would be adjusted for operations and accurate list of all Accounts Receivable as of transactions during the period after the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.
Appears in 2 contracts
Samples: Contribution Agreement (New Source Energy Partners L.P.), Contribution Agreement
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each Seller has no knowledge of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Seller has delivered to Buyer a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (Nutriceuticals Com Corp)
Accounts Receivable. All To the extent that collections of accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Company outstanding or the Interim Balance Sheet or on the accounting records of the Acquired Companies written off as of the Closing Date (collectively, the "Accounts ReceivableClosing Date Receivables") represent or will represent valid obligations arising from sales actually made or services actually performed exceed the aggregate amount included for accounts receivable due in less than 90 days in the Ordinary Course Final Closing Balance Sheet, less the bad debt reserve on the books of Businessthe Company at June 30, 1998, as such excess collections are made, Buyer shall pay the Selling Shareholders such excess collections as additional purchase price. Unless paid prior to Within fifteen (15) days after the Closing Dateend of each calendar quarter commencing with the calendar quarter ending December 31, 1998, Buyer shall provide the Accounts Receivable are or will be Selling Shareholders with a list of the accounts receivables as of the Closing Date current showing which accounts have been collected and collectible net if collections exceed the amount included for accounts receivable in the Net Current Assets on the Final Closing Date Balance Sheet, Buyer shall promptly pay the Selling Shareholders the excess, in proportion to each Selling Shareholder's ownership of the respective reserves shown Company Stock. Effective June 30, 1999, Buyer shall cause the Company to assign all uncollected Closing Date Receivables to the Selling Shareholders, without recourse, provided that to the extent that the amounts collected against the Closing Date Receivables is less than the amount included in the Final Closing Balance Sheet, less the bad debt reserve on the Balance Sheet books of the Company at June 30, 1998, the Selling Shareholders shall, prior to such transfer, pay Buyer the amount of such difference. Buyer shall cause the Company to provide the Selling Shareholders with such documentation and information as the Selling Shareholders may request to enable the Selling Shareholders to collect the accounts receivable so assigned. On June 30, 1999, Buyer may elect to retain any or all of the Interim Balance Sheet uncollected Closing Date Receivables and not assign them to the Selling Shareholders, provided that in such event Buyer shall promptly pay the Selling Shareholders the face amount of the uncollected Closing Date Receivables they elect to retain and Buyer shall have no further right to recover from the Selling Shareholders under the representation and warranty in Section 5.7 or otherwise for amounts not collected on such retained Closing Date Receivables. For purposes of this Section 2.3.5, if a customer makes payment of a Closing Date Receivable and offsets or deducts from such payment a credit for returns, volume discounts or advertising allowances, to the extent the aggregate of such offsets or deductions do not exceed the aggregate reserves for returns, volume discounts and advertising allowances on the accounting records books of the Acquired Companies as Company at June 30, 1998, the Selling Shareholders shall be entitled to payment based on the amount of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of before such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been offset or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablededuction.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Us Home & Garden Inc), Stock Purchase Agreement (Us Home & Garden Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Sorisole that are reflected specified on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (collectively, the "Sorisole Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Sorisole Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Sorisole Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Sorisole Balance Sheet represented of the Sorisole Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Sorisole Accounts Receivable in terms of aging). Subject to such reserves, each of the Sorisole Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an Sorisole Accounts Receivable relating to the amount or validity of such Sorisole Accounts Receivable. Part 3.8 of the Sorisole Disclosure Letter contains specifies a complete and accurate list of all Sorisole Accounts Receivable as of the date of the Sorisole Interim Balance Sheet, which list Sheet sets forth and the aging of such each Sorisole Accounts Receivable.
Appears in 2 contracts
Samples: Stock Acquisition and Reorganization Agreement (La Jolla Fresh Squeezed Coffee Co Inc), Stock Acquisition and Reorganization Agreement (Sorisole Acquisition Corp)
Accounts Receivable. All accounts receivable of the NSL Acquired Companies that are reflected on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (collectively, the "NSL Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the NSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the NSL Accounts Receivable as of the Closing Date than the reserve with respect to the NSL Accounts Receivable as reflected in the NSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such NSL Accounts Receivable in terms of aging). Subject to such reserves, each of the NSL Accounts Receivable either has been or or, to the Knowledge of NSL and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an NSL Accounts Receivable relating to the amount or validity of such NSL Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all NSL Accounts Receivable as of the date of the NSL Interim Balance Sheet, which list sets forth the aging of such NSL Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90-days after of the day on which it first becomes due and payabledate of invoice (except in the case of foreign accounts receivable, within 120-days of the date of invoice). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetAgreement, which list sets forth the aging of such Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allis Chalmers Corp), Stock Purchase Agreement (Allis Chalmers Corp)
Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or arose in the Interim ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or, to the Company’s Knowledge, are collectible in full within ninety (90) days in the recorded amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the receivables. The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the recorded amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on the accounting records collection of the Acquired Companies receivables. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff, or counter claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. The Company does not have any obligation pursuant to any Legal Requirement of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any receivables previously collected. None of the obligors of the accounts receivable have given written notice to the Company that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case, as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Agreement Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Schedule 2.26 to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth such amounts of the date of Receivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the Interim Balance Sheetlast year, which list sets forth including the aging type and amounts of such Accounts Receivableclaims. Such Receivables are collectible in the amounts shown on Schedule 2.26 to the Disclosure Letter, net of any allowances for doubtful accounts reflected therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Purchased Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of Financial Statements or for the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, in the Books and Records, or on the Seller Working Capital Statement and were the result of bona fide transactions in the ordinary course of business consistent with past practice. The Purchased Accounts Receivable are not subject to any dispute, offset or Xxxx-Xxxxx, except those Xxxx-Xxxxx reflected in an amount in the aggregate which list sets is equal to or less than the reserve thereof set forth in the aging Financial Statements, or for the period after the date of such the Latest Balance Sheet, in the Books and Records or on the Seller’s Working Capital Statement. Except as set forth on the Seller’s Working Capital Statement, no discount or allowance has been granted with respect to any of the Purchased Accounts Receivable, and Seller has no obligation to accept any returns from, or make allowances to, any customer with respect to any existing transaction other than in the ordinary course of business consistent with past practice. As of the dates of each of the Latest Balance Sheet and the Seller Working Capital Statement, the Purchased Accounts Receivable set forth on the Latest Balance Sheet and the Seller’s Working Capital Statement, as applicable (i) reflect all of the then accounts receivable related to the Joe’s Business other than the Excluded Accounts Receivable; and (ii) do not include any accounts receivable related to the Xxxxxx Business. None of the accounts receivable for the Joe’s Business are accounted for in the books and records of the Xxxxxx Business.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and and, to the Knowledge of Sellers, collectible net of the respective reserves shown on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or or, to the Knowledge of Sellers, will be collected in full, without any set-off, within ninety one hundred eighty (180) days after the day on which it first becomes due and payable. There To the Knowledge of Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred fifty (150) days after the day on which it first becomes due and payable. There To the Knowledge of Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Buyer agrees to assign to Sellers any Accounts Receivable as of that is not collected within the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableforegoing one hundred fifty (150) day period.
Appears in 1 contract
Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Target Balance Sheet or arose in the Interim Balance Sheet or on the accounting records ordinary course of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice and, and have been collected or are collectible in the case book amounts thereof, less the allowance for doubtful accounts and returns provided for in such balance sheet. Allowances for doubtful accounts and returns are adequate and have been prepared in accordance with the past practices of the reserve as Target. The accounts receivable 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days Target arising after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Target Balance SheetSheet and prior to the date hereof arose, which list sets and the accounts receivable arising prior to the Effective Time will arise, in the ordinary course of business and have been collected or are collectible for cash within ninety (90) days from the date such receivable was or is created in the book amounts thereof, less allowances for doubtful accounts and returns determined in accordance with the past practices of Target. Except as set forth in Section 2.7 of the aging Target Disclosure Schedule, none of the accounts receivable are subject to any material claim of offset or recoupment, or counterclaim and, to Targets Knowledge, any specific facts that would be reasonably likely to give rise to any such claim. Except as set forth in Section 2.7 of the Target Disclosure Schedule, no material amount of accounts receivable are contingent upon the performance by Target of any obligation. No agreement for deduction or discount has been made with respect to any accounts receivable. Credits, returns and rebates shall not constitute payment of accounts receivable. In determining whether there has been any nonpayment of any account receivable, all payments received from any account debtor shall, unless otherwise specified by such account debtor, be first applied to the oldest outstanding account receivable of such Accounts Receivableaccount debtor until all accounts receivable of such account debtor have been paid in full in cash.
Appears in 1 contract
Samples: Merger Agreement (Ashford Com Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or on the Interim Closing Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date valid, genuine, current and fully collectible in the aggregate amount thereof, without any set-off, within 180 days after the day on which it first becomes due and payable, subject to normal and customary trade discounts, net of the respective any reserves shown for doubtful account reflected on the Balance Sheet or on the Interim Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 reserves reflected in the Interim Balance Sheet represented represent of the Accounts Receivable reflected therein therein, and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract agreement or arrangement with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 Section 2.20 of the Sellers' Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetMarch 31, which list sets forth 2006, including the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Edo Corp)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, hereinafter collectively sometimes called the "Accounts Receivable"" in this Section 3.1(i)) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.1(i) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock and Real Estate Purchase Agreement (American Locker Group Inc)
Accounts Receivable. Schedule 4.5(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of each outstanding account receivable, including the Russian Receivables, as of the Reference Balance Sheet Date, together with an aging of such accounts receivable. All accounts receivable of the Acquired Companies that are Seller reflected on the Reference Balance Sheet or Sheet, which have not been collected by the Interim Balance Sheet or date of this Agreement, on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable"Certificates and on Schedule 4.5(b) represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Other than the Russian Receivables, as to which Seller makes no representation, unless paid prior to the Closing Date, the Accounts Receivable are or each such account receivable is, and will be as of the Closing Date Date, current and and, assuming commercially reasonable collection efforts by Buyer, collectible net of the respective specific reserves with respect to each such receivable as shown on Schedule 4.5(b) or, in the Balance Sheet or case of accounts receivable accrued between the Interim Balance Sheet or date hereof and the Closing Date, as set forth on the accounting records of Closing Accounts Certificate (which reserves are, and in the Acquired Companies as case of the Closing Date (which reserves are Accounts Certificate, will be, adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable such account receivable either has been or will be collected in full, without any set off, prior to March 31, 2008. Except as set forth on Schedule 4.5(b), none of the accounts receivable of Seller is or will be subject to any claim of offset, recoupment, set-off, within ninety days after or counterclaim, and to the day on which it first becomes due knowledge of Seller, there are and payablewill be no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim. There is no contest, claim, No Person has or right of set-off, will have any Lien (other than returns in the Ordinary Course of BusinessPermitted Liens) on any such accounts receivable, under and no agreement for deduction or discount has been or will have been made with respect to any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingGAAP). Subject to such reservesreserves and except as set forth in Part 3.23 of the Disclosure Letter, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There Except as set forth in Part 3.23 of the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.23 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. The Buyer and the Sellers' acknowledge that if the Accounts Receivable are not collected within ninety (90) days, they are not subject to set-off unless such Accounts Receivable remain uncollected prior to the Third Deferred Payment.
Appears in 1 contract
Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet arose in the ordinary course of business, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in full within 90 days in the Interim recorded amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the receivables. The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the recorded amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on the accounting records collection of the Acquired Companies receivables. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. None of the obligors of the accounts receivable have refused or given notice that it refuses to pay the full amount thereof and none of the obligors of such accounts receivable is an Affiliate of the Company. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Agreement Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Schedule 2.26 to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth such amounts of the date of Receivables which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the Interim Balance Sheetlast year, which list sets forth including the aging type and amounts of such Accounts Receivableclaims. Such Receivables are collectible in the amounts shown on Schedule 2.26 to the Disclosure Letter, net of any allowances for doubtful accounts reflected therein.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies ProVal that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies ProVal as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All To the Knowledge of Sellers, all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or that will be reflected on the accounting records of the Acquired Companies Closing Balance Sheet, as of the Closing Date applicable, (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness other than extended warranty contracts billing accounted for in accordance with GAAP. Unless paid prior to To the Closing DateKnowledge of Sellers, the Accounts Receivable are or referred to on the Closing Balance Sheet will be as collectible in the Ordinary Course of the Closing Date current and collectible Business, net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each Except as disclosed in Part 3.8 of the Accounts Receivable either has been or will be collected in fullDisclosure Schedule, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-offoff in excess of the reserves and other accruals recorded on the Balance Sheet or the Interim Balance Sheet, or that will be recorded on the Closing Balance Sheet, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable accounts receivable of the Acquired Companies as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts receivable.
Appears in 1 contract
Accounts Receivable. All The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected, or will be collected within sixty (60) days of the Closing Date without resort to litigation, in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained in realization of the receivables. The accounts receivable of the Acquired Companies that are reflected on Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Interim Balance Sheet ordinary course of business, consistent with past practices, represented or on the accounting records of the Acquired Companies as shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible within sixty (60) days of the Closing Date (collectivelywithout resort to litigation, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course book amounts thereof. None of Businessthe accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. Unless paid prior No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.21 of the Closing Date, Company Disclosure Letter sets forth an aging of the Accounts Receivable are or will be Company’s and its Subsidiaries’ accounts receivable as of the Closing Agreement Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.21 of the reserve as Company Disclosure Letter sets forth such amounts of accounts receivable of the Closing DateCompany and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, will not represent a greater percentage of including the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein type and will not represent a material adverse change in the composition amounts of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableclaims.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smith Micro Software Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, 16 claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of Seller and the Other Acquired Companies that are reflected on the Interim Balance Sheet or the Interim Closing Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to before the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 SECTION 2.10 of the Seller Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or to be reflected on the Interim Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent bona fide and valid obligations arising from sales actually made or services or licenses actually performed or granted in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing DateClosing, the Accounts Receivable are or will be as of the Closing Date Date, all accounts receivable will be current and collectible net of the respective reserves shown on the Balance Sheet or to be shown on the Interim Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves (i) are adequate and calculated consistent with past practice andpractice, (ii) in the case of the reserve as of reserves on the Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and (iii) will not represent a material adverse change in the composition of such Accounts Receivable accounts receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable account receivable either has been or will be collected in full, without any set-off, within ninety days by the date that is one (1) year after the day on which it first becomes due date hereof. Any amounts not so collected by the date that is one (1) year after the date hereof shall be deducted from the Indemnity Escrow Fund by the Escrow Agent and payablepaid to the Surviving Corporation. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness which are not material, under any Contract with any obligor of an Accounts Receivable relating any accounts receivable related to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete accounts receivable, and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetno bankruptcy, which list sets forth the aging of insolvency or similar proceedings have been commenced by or against any such Accounts Receivableobligor.
Appears in 1 contract
Accounts Receivable. All Schedule 5.10 contains a true and complete list of substantially all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Corporation at the Closing Date (collectively, the "Purchased Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed ). All documents and agreements relating to the Purchased Accounts Receivable that have been delivered to OHSI are true and correct to the best of Stockholder's and Corporation's knowledge. Corporation has delivered to such account debtor all requested supporting claim documents with respect to such Purchased Accounts Receivable and all information set forth in the Ordinary Course of Business. Unless paid prior bill xxx supporting claim documents are to the Closing Datebest of Corporation's knowledge true and correct. The Purchased Accounts Receivable are each exclusively owned by the Corporation free and clear of any liens, security interest claims and encumbrances of any kind except as set forth on Schedule 5.10.2; are in the aggregate payable in an amount not less than their face amount (less reductions generally applied by the Medicare or Medicaid programs, or pursuant to any contract listed on Schedule 5.6), and are based on an actual and bonafide rendition of services or sale of goods to the patient in the ordinary course of business, and are not in any material amount subject to any action, suit, proceeding or pursuit (pending or , to the best of Stockholder's and Corporation's knowledge, threatened) set-off, counter claim, defense, abatement, suspension, deferment, deductible, reduction or termination by the account debtor other than routine adjustments made in the ordinary course of business and each account receivable requires no further act or circumstances on the part of the Corporation to make the Purchased Account Receivable payable by the account debtor. To the best of Stockholder's and Corporation's knowledge, the Accounts Receivable are represent charges for services constituting usual, customary and reasonable fees charged by the similar medical services providers in the Corporation's community for the same or will be as similar service and the sale of the Closing Date current Purchased Accounts Receivable hereunder is in good faith by the Corporation and collectible net without knowledge of any bankruptcy or other payment disability of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, account debtor that would constitute a reduction 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Purchased Accounts Receivable.
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Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, and have been properly reflected and accrued 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein closing balance sheet) and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qad Inc)
Accounts Receivable. All To the Knowledge of Page and the Stockholders, all accounts receivable of the Acquired Companies Page that are reflected on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page 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. Unless To Page's and the Stockholders' Knowledge, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject To Page's and the Stockholders' Knowledge, subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, 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. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of the Closing Date current and will be collectible net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after following the day on which it first becomes due and payableClosing Date provided that the Company uses its Best Efforts to collect such Accounts Receivable during such period. There Except as set forth in Part 3.8 of the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns and customer claims for adjustment in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
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Accounts Receivable. All accounts receivable of The Company reflected in the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on Financial Statements and in the accounting records of the Acquired Companies The Company as of the Closing Date date of this agreement execution (collectively, the "Accounts Receivablereceivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Dateexecution date, the Accounts Receivable are receivable are, or will be be, as of the Closing Date execution date current and collectible net of the respective reserves shown on the Balance Sheet Financial Statements, respectively, or the Interim Balance Sheet or on in the accounting records of the Acquired Companies The Company as of the Closing Date execution date (which reserves are adequate and calculated consistent with past the practice used for the year 2004 and, in the case of the reserve as of the Closing Dateexecution date, will not represent a greater percentage of the Accounts Receivable receivable as of the Closing Date execution date than the reserve reflected in the Interim 2004 Balance Sheet represented in respect of the Accounts Receivable receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable receivable relating to the amount or validity of such Accounts Receivablereceivable. Part 3.8 of the The Disclosure Letter (Appendix “D”) contains a complete and accurate list of all Accounts Receivable receivable as of 31.8.2005. .. (b4) Inventory All inventory of The Company, whether or not reflected in the Financial Statements, respectively, is in good and undamaged condition, and consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial Statements, respectively, or in the accounting records of The Company as of the date execution date, as the case may be. All inventories not written off have been priced at the lower of cost or net realizable value. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the Interim Balance Sheet, which list sets forth the aging present circumstances of such Accounts ReceivableThe Company.
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Accounts Receivable. All Except as set forth on Schedule 3.8 of Sellers’ Disclosure Schedules, all accounts receivable of the Acquired Companies RHL that are reflected on the Balance Sheet or the Interim Unaudited Balance Sheet or on the accounting records of the Acquired Companies RHL 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. Unless Except as set forth on Schedule 3.8 of Sellers’ Disclosure Schedules, unless paid prior to the Closing DateClosing, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Unaudited Balance Sheet or on the accounting records of the Acquired Companies RHL as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing DateClosing, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Unaudited Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject Except as set forth on Schedule 3.8 of Sellers’ Disclosure Schedules, to such reservesthe Knowledge of Sellers, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Natural Alternatives International Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule attached hereto contains a true, correct and complete and accurate list of all Accounts Receivable of Seller for Active Audits as of the Effective Date (and such list contains no Closed Audits) showing, by Customer and by such Active Audit, the terms and time period for collection thereof, and all such Accounts Receivable listed thereon are bona fide, arose in the ordinary course of business, and, to the Seller's and its Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than normal Cancellations and cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Interim Balance SheetEffective Date in each instance in such definition and other cancellations, refunds or chargebacks which list sets forth may arise after the aging Closing Date in the normal course of business). In respect of all such Accounts ReceivableReceivable for Active Audits, the supplier in respect thereof has not objected to the claim for reimbursement upon which such Account Receivable is based and the Customer has received a credit or payment therefor. The information set forth on the Disclosure Schedule in respect of each Active Audit is true, correct and complete, all as of the Effective Date. All Accounts Receivable that arose after the Effective Date and prior to Closing are bona fide, arose in the ordinary course of business and, to the Seller's and Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Effective Date in each instance in such definition and other cancellations, refunds or chargebacks which may arise after the Closing Date in the normal course of business). All Accounts Receivable are set forth in Seller's books and records and in any financial statements prepared pursuant to the terms of this Agreement consistent with past practice.
Appears in 1 contract
Samples: Covenants and Indemnification Agreement (Profit Recovery Group International Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable; provided, however, that, if any Account Receivable is collected after such ninety-day period, then Seller shall be deemed to have satisfied this Section 3.8 with respect thereto (and any indemnification for such prior breach shall be reversed by the parties). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Management Network Group Inc)
Accounts Receivable. All accounts receivable Schedule 3.7 of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Disclosure Letter contains a complete and accurate list of all Accounts Receivable of the Acquired Companies Sellers as of February 5, 2013 (the Closing Date (collectively, the "“Scheduled Accounts Receivable"”), which list sets forth the number of days each Scheduled Account Receivable has been outstanding. The Sellers have good and valid title to the Scheduled Accounts Receivable free and clear of all Encumbrances except Permitted Encumbrances. All Scheduled Accounts Receivable represent genuine, valid and legally enforceable obligations of the account debtor (subject only to Creditors’ Rights) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior Business and no contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice) has been asserted or, to the Closing Date, the Accounts Receivable are or will be as Knowledge of the Closing Date Seller, are threatened in writing by any of the account debtors of such Accounts Receivable. The Accounts Receivables are current and and, to the Knowledge of the Seller, collectible net of the any respective reserves shown on the Balance Sheet or Latest Financials. To the Interim Balance Sheet or on the accounting records Knowledge of the Acquired Companies as Seller, none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case account debtors of the reserve as of the Closing Date, will not represent a greater percentage of the Scheduled Accounts Receivable is involved in a bankruptcy or insolvency proceeding or is generally unable to pay its debts as of the Closing Date than the reserve reflected they become due except as disclosed in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 Schedule 3.7 of the Disclosure Letter contains a complete and accurate list Letter. No goods or services, the sale or provision of all which gave rise to any Scheduled Accounts Receivable Receivable, have been returned or rejected by any account debtor or, to the Knowledge of the Seller, lost or damaged prior to receipt thereby. Except as set forth on Schedule 3.7 of the Disclosure Letter, since the date of the Interim Balance SheetLatest Financials, which list sets forth the aging of such Sellers have not written off any Accounts ReceivableReceivable as uncollectible.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Electrical Services Inc)
Accounts Receivable. All accounts receivable of the Acquired Xxxxxxxx Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (for purposes of this Section 3.24, collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Unless paid prior to Part 3.24 of the Closing DateSellers’ Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. The Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 then the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each none of the Accounts Receivable either has as of the Closing Date have been or will be collected in fulloutstanding for greater than 120 days. To the Knowledge of the Sellers, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or of validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Accounts Receivable. All accounts receivable of the Acquired Companies Acquiror that ------------------- are reflected on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Omega Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.19 contains a complete and accurate list of all Accounts ------------- Receivable as of the date of the Interim Omega Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Exchange Agreement and Plan of Reorganization (Omega Development Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, and except as set forth in Part 4.8 of the Primal Disclosure Letter, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 4.8 of the Primal Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies that are Modu-Line reflected on the Balance Sheet or the Interim Balance Sheet Financials or on the its accounting records of the Acquired Companies 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim April 30, 1997 Balance Sheet or on the its accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim April 30, 1997 Balance Sheet represented of the Sheet. The Accounts Receivable reflected therein and in the Financials as of the Closing Date will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 150 days after the day on which it first becomes due and payable. There Except as set out on Schedule 14 of Exhibit D, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The parties hereto acknowledge that some of Modu-Line's customers may also be customers of Xxxxxx'x Vistawall Division. In the event any common customer of Vistawall and Modu-Line alleges to have a claim against Xxxxxx'x Vistawall Division (hereinafter referred to as a "Vistawall Claim") and, based solely on the Vistawall Claim, such customer attempts, after the Closing Date, to set off any or all of such a Vistawall Claim against any Accounts Receivable such customer owes Modu-Line, such amount so set off shall not constitute a Loss, as hereinafter defined, and Xxxxxx will not have a right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the Disclosure Letter contains Vistawall Claim. Provided, however, if such customer does not prevail in its assertion of its Vistawall Claim and its right to the set off of the amount of the Vistawall Claim, and provided Xxxxxx presents an actual notice to the Shareholders of such 15 attempted set off based on the alleged existence of the Vistawall Claim on or prior to February 28, 2000, then any Loss, as hereinafter defined, suffered by Modu-Line as to which such customer is not entitled to a complete set off on account of the Vistawall Claim, shall fall within the indemnification provisions of this Agreement, subject to the limitations thereof. Similarly, in the event that any common customer of Vistawall and accurate list Modu-Line alleges to have a claim against Modu-Line (hereinafter referred to as a "Modu-Line Claim") and based solely on the Modu-Line Claim such customer attempts, after the Closing Date, to set off any or all of all such a Modu-Line Claim against any Accounts Receivable it owes the Vistawall Division, such amount so set off shall constitute a Loss, as hereinafter defined, and Xxxxxx shall have the right to be reimbursed by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the date Modu-Line Claim. Provided, however, if such common customer does not prevail in its assertion of said Modu-Line Claim, it shall not constitute a Loss, as hereinafter defined, and Xxxxxx will have no right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect thereto and Xxxxxx shall promptly pay to the Shareholders the amount set off in connection with such Modu-Line Claim against the Cash Consideration. The parties hereto acknowledge that disclosure of the Interim Balance Sheetexistence of this provision could promote common customers of the Vistawall Division and Modu-Line to assert such a right of set off without good faith and, which list sets forth therefore, it is essential that the aging existence of such Accounts Receivablethis provision be kept strictly confidential.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day date on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. None of the Accounts Receivable is contingent upon the performance by Company of any material obligation or Contract, and no Contract for material deduction or material discount has been made with respect to any of such Accounts Receivable.
Appears in 1 contract
Samples: Unit Purchase Agreement (Caladrius Biosciences, Inc.)
Accounts Receivable. All accounts To Seller's Knowledge, all Accounts receivable of the Acquired Companies that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Interim Audited Closing Balance Sheet or on the accounting records of the Acquired Companies Seller and the Division as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing DateDate and to Seller's Knowledge, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Pre-Signing Balance Sheet or on the accounting records of Estimated Closing Balance Sheet or on the Acquired Companies as of the Audited Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, and in the case of reserves shown on the reserve as of the Audited Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Final Closing Date Balance Sheet than the reserve reflected in on the Interim Pre-Signing Balance Sheet represented representative of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in Material Adverse Effect with respect to the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There To Seller's Knowledge, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 Section 3(t) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Roxio Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "The Accounts Receivable") Receivable represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on in the Balance Sheet or the Interim Balance Sheet Most Recent Financial Statements or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Current Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred and twenty days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.10 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Current Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All The accounting records of the Company, all of which have been made available to Purchaser, are complete and correct and have been maintained in accordance with sound business practices. For purposes of this Agreement, the term "Accounts Receivable" shall mean all accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Effective Time. All Accounts Receivable") Receivable that represent trade receivables represent or will represent as of the Effective Time valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Substantially all Accounts Receivable of the Company are trade receivables. Unless paid prior to the Closing DateEffective Time, the Accounts Receivable are or will be as of the Closing Date current and Effective Time collectible in accordance with past practice net of the respective reserves shown on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date Effective Time (which reserves shown on the Company Balance Sheet are adequate and calculated determined consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, or contractual right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor maker of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter The Company Schedules relating to Accounts Receivable contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetNovember 30, 1997 which list sets forth (i) the aging of such Accounts Receivable., (ii) with respect to Accounts Receivable for consulting services, the type of contract underlying such obligation (such as fixed-price or time and expense or a combination or variation thereof), and (iii) with respect to Accounts Receivable which arise from fixed-price consulting contracts, the amount by which the fixed-price deviates from the actual fees and disbursements incurred in connection with the contract. The Company Schedules set forth a description of the standard billing practices of the Company with respect to consulting services, including, without limitation, the billing periods and the types of contracts (such as fixed-price or time and expense or a combination or variation thereof). The Company Schedules set forth the fees and disbursements accrued but not yet billed by the Company as of November 30, 1997 ("Accrued Fees"). Except as set forth in the Company Schedules, all of the Accrued Fees are billable and collectible by the Company. 2.10
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Learmonth & Burchett Management Systems PLC \England\)
Accounts Receivable. All accounts receivable Accounts Receivable of the Acquired Companies that are each Company reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 those otherwise reflected in the Interim Balance Sheet represented books of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days Company after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet represent bona fide transactions made in the ordinary course of business of each Company consistent with past practice and will be fully collected at their recorded amounts net of reserves for non-collectability reflected in the Interim Balance Sheet. The aggregate amount of any counter-claims, which list sets forth defenses or offsetting claims that are pending or have been threatened in writing with respect to the aging Accounts Receivable of each Company reflected on the Interim Balance Sheet does not exceed the aggregate amount of the reserves therefor reflected on the Interim Balance Sheet. All of the Accounts Receivable of each Company relate solely to sales of goods or services to the customers of such Company, none of whom are Affiliates of any Company. All rebates receivable from vendors of any Company and reflected on the Interim Balance Sheet have been, and all rebates receivable from vendors of any Company generated subsequent to the date of the Interim Balance Sheet have been, booked in connection with actual purchases of product in the ordinary course of business consistent with past practice and will be fully collected at their recorded amounts net of reserves for non-collectability reflected in the Financial Statements. Schedule 4.20 contains a complete and accurate aging report of each Company’s Accounts ReceivableReceivable (separated on a Company-by-Company basis) as of a recent date. Each Account Receivable of each Company constitutes its valid claim for the full amount against the account debtor free and clear of all Liens, subject to the allowance for doubtful accounts. No Account Receivable is the subject of any outstanding dispute, asserted right of setoff or other claim, subject to the allowance for doubtful accounts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Unique Fabricating, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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 ordinary course of Businessbusiness, consistent with past practices. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 120 days after the day on which it first becomes due and payable, excluding any Accounts Receivable attributable to Western. Western will give notice to Sellers regarding any uncollected Accounts Receivable following the 120-day period. Sellers shall have an additional 30 days after such notice to collect such Accounts Receivable before becoming liable to Western. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, consistent with past practices, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Confidential Stock Purchase Agreement (Crocs, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies Bisassist that are reflected specified on the Balance Sheet or the Interim Bisassist Balance Sheet or on the accounting records of the Acquired Companies Bisassist as of the Closing Effective Date (collectively, the "Bisassist Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Bisassist Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Bisassist Balance Sheet or on the accounting records of the Acquired Companies Bisassist as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Bisassist Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Bisassist Balance Sheet represented of by the Bisassist Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Bisassist Accounts Receivable in terms of aging). Subject to such reserves, each of the Bisassist Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an Bisassist Accounts Receivable relating to the amount or validity of such Bisassist Accounts Receivable. Part 3.8 3.9 of the Bisassist Disclosure Letter contains specifies a complete and accurate list of all Bisassist Accounts Receivable as of the date of the Interim Bisassist Balance Sheet, which list sets forth Sheet and the aging of such each Bisassist Accounts Receivable.
Appears in 1 contract
Samples: Stock Acquisition and Reorganization Agreement (Myg Corp)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable, except as disclosed on Schedule 3.8. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Schedule 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Seller that are reflected on the Balance Sheet or the Interim Most Recent Balance Sheet or on the accounting records of the Acquired Companies Seller 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of a reserve in an amount not to exceed $10,000 (the respective reserves shown on "A/R Reserve") to be accrued by the Balance Sheet or Seller with the Interim Balance Sheet or on the accounting records concurrence of the Acquired Companies as of Buyer prior to the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case reserve shall be adequate). ss.3(s) of the reserve Disclosure Schedule contains a complete and accurate list and description of actions pending as of the Closing Date, will not represent a greater percentage date hereof to pursue collection of the Accounts Receivable as of (the Closing Date than "Collection Actions A/R"), it being acknowledged by the reserve reflected in Buyer that the Interim Balance Sheet represented of Seller will continue to utilize and pay for reasonable collection efforts with respect thereto after the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)Closing. Subject to such reservesthe foregoing A/R Reserve, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable; provided, however, that Collection Actions A/R have been or will be collected in full, without any set-off, within ninety (90) days after the date hereof. There is no contest, claim, claim or right of set-off, other than returns adjustments in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 ss.3(s) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetMarch 31, 1998, which list sets forth the aging of such Accounts Receivable. Buyer agrees to assign to the Seller any particular Accounts Receivable for which the Seller is required to indemnify the Buyer as a result of a Breach of this ss.3(s).
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies PCA-Subs that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs as of the Closing Date (which reserves are adequate and calculated consistent consistently with past practice practices and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet Financial Statements represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The representations and warranties of Seller set forth in this Section 2.23 shall not be subject to the Disclosure Letter contains a complete and accurate list indemnification limitations of all Accounts Receivable as Seller set forth in Section 7, but shall represent an additional obligation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableSeller hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Physician Corporation of America /De/)
Accounts Receivable. All accounts receivable of the Acquired Companies TopClick that are reflected specified on the Balance Sheet or the Interim Balance Sheet TopClick Financial Statements or on the accounting records of the Acquired Companies TopClick as of the Closing Date (collectively, the "TopClick Accounts Receivable") represent or will represent valid obligations arising resulting from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The TopClick Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the TopClick Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies TopClick as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case event of the reserve as of the Closing Date, will not represent a greater percentage of the TopClick Accounts Receivable as of the Closing Date than the reserve reflected reserves specified in the Interim TopClick Balance Sheet represented of the Accounts Receivable reflected therein Sheets and will not represent a material adverse change in the composition of such the TopClick Accounts Receivable in terms of aging). Subject to such reserves, each of the TopClick Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an a TopClick Accounts Receivable relating to the amount or validity of such TopClick Accounts Receivable. Part 3.8 Section 4.9 of the TopClick Disclosure Letter contains specifies a complete and accurate list of all TopClick Accounts Receivable as of the date dates of the Interim TopClick Balance Sheet, which list sets forth Sheets and the aging of such each TopClick Accounts Receivable.
Appears in 1 contract
Samples: Stock Acquisition and Reorganization Agreement (Datalogic International Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Preliminary Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent represented or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet, the Preliminary Closing Balance Sheet or the Interim Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Preliminary Closing Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Schedule 3.8 of the Disclosure Letter contains a true and complete and accurate list of all Accounts Receivable as of the date of the Interim Preliminary Closing Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies that are Company (“Accounts Receivable”), whether or not reflected on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelySheet, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of current and, to the Closing Date current and collectible Company’s Knowledge, collectible, net of the respective reserves shown on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate have been established in accordance with GAAP and calculated consistent with past practice and, in the case preparation of the reserve as of the Closing Date, will not represent a greater percentage Financial Statements). None of the Accounts Receivable as are subject to any claim of offset, recoupment, setoff, or counter claim, and to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of Accounts Receivable is contingent upon the performance by the Company, a Seller, or any of their respective Affiliates, of any obligation or Contract. The Company has no obligation pursuant to any rule or regulation of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any accounts receivable previously collected by the Company. No Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Closing Date than the reserve reflected in the Interim Balance Sheet represented obligors of the Accounts Receivable reflected therein and will not represent a material adverse change have refused or given notice that they refuse to pay the full amount thereof except for minor disputes or disagreements which have arisen in the composition ordinary course of business and which the Company has made adequate provision for uncollectibility, and none of the obligors of such accounts receivable are an Affiliate of the Company or a Seller. Schedule 4.09 sets forth an accurate list of the Accounts Receivable and notes receivable of the Company, an aging of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns notes receivable in the Ordinary Course aggregate and by customer, and indicates the amounts of Businessallowances for doubtful accounts, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetAugust 31, which list sets forth the aging of such Accounts Receivable2021.
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Accounts Receivable. All accounts receivable of the Acquired Companies Intelecon that are reflected on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Intelecon 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Intelecon as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices 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 Interim Latest Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 4.1.25 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Visual Entertainment Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a A complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable, has been furnished to Buyer.
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Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable Accounts Receivable Availability before Sublimit(s) Net Available Accounts Receivable after Sublimit(s) Inventory Inventory Balance Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 3) Eligible Inventory Inventory Availability before Sublimit(s) Available Inventory after Sublimit(s) INV to AR Ratio Net Available Inventory after INV to AR Ratio Cap Summary & Other Assets Cap EX Purchase Price Assigned to Xxxxx Fargo Capital Finance Cap Ex Line Advance Rate Availability from Cap EX Line of Credit Cap EX Line of Credit Sub-Limit Eligible Cap Ex Line of Credit Reserves Total Reserves Calculated before the Acquired Companies that are reflected on Credit Line Total Collateral Availability Suppressed Availability Availability before Reserves Total Credit Line Reserves Total Reserves Calculated after the Credit Line Total Availability after Reserves before Loan Balance Sheet or the Interim and LCs Letter of Credit Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelyAs of: Loan Ledger Balance As of: Net Availability Additionally, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior undersigned hereby certifies and represents and warrants to the Closing Date, the Accounts Receivable are or will be as Lender Group on behalf of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Borrower that (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Interim Balance Sheeteffective date of any advance, which list sets continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the aging requirements of the Credit Agreement. List of attachments with this Borrowing Base Certificate: Authorized Signer Page 2 - Accounts Receivable Availability Detail Page 2b - Accounts Receivable Concentrations Page 2c - Accounts Receivable Dilution Page 3 - Inventory Availability Detail EXHIBIT C-1 FORM OF COMPLIANCE CERTIFICATE [on Borrower’s letterhead] To: Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Compliance Certificate dated ____________ __, 201_ Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of May 17, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Medical Action Industries Inc., as borrower (“Borrower”), the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies as of the date hereof that:
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Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Accounts Receivable. All Subject to any reserves set forth in the Interim Balance Sheet, all accounts receivable of the Acquired Companies that are Company and its Subsidiaries reflected on the Balance Sheet or the Interim Balance Sheet are valid receivables subject to no setoffs or counterclaims, represent bona fide claims against debtors for sales and other charges, are payable on ordinary trade terms, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and are not subject to discount except for normal cash and immaterial trade discounts. The amount carried for doubtful accounts and allowances on the accounting records Interim Balance Sheet is a reasonable estimate of the Acquired Companies as losses which may be sustained on realization of the Closing Date receivables and was prepared in a manner consistent with the Company’s past practices. The amounts carried as reserves for expenses, including, without limitation, all expenses for services rendered and goods purchased, and warranty claims on the Interim Balance Sheets are reasonable estimates, prepared in a manner consistent with the Company’s past practices, of (collectively, the "Accounts Receivable"i) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid expenses incurred prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating Company Transaction Expenses (ii) current warranty claims and (iii) warranty claims which arise prior to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of twelve (12) months from the date of the Interim Balance Sheet. There are no unpaid invoices or bills representing amounts alleged to be owed by the Company or any of its Subsidiaries, or other alleged obligations of the Company or any of its Subsidiaries, which list sets forth either the aging Company or any of such Accounts Receivableits Subsidiaries has disputed or determined to dispute or refuse to pay.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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. Unless Except as set forth on Part 3.7 of the Disclosure Letter, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 with respect to the Accounts Receivable as reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or or, to the Knowledge of each of the Company and the Sellers, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Accounts Receivable. All (a) Except as may be otherwise reflected on EXHIBIT 3.7, all accounts ----------- receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented does of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, contest or claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter EXHIBIT 3.7 hereof contains a complete and accurate ----------- list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
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Accounts Receivable. All accounts receivable of the Acquired Companies Buyer (if any) that are reflected on the Buyer Interim Balance Sheet or the Interim Buyer Closing Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Buyer Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to before the Closing Date, the Buyer Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Buyer Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Buyer Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Buyer Accounts Receivable as of the Closing Date than the reserve reflected in the Buyer Interim Balance Sheet represented of the Buyer Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Buyer Accounts Receivable in terms of aging). Subject to such reserves, each of the Buyer Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts a Buyer Account Receivable relating to the amount or validity of such Accounts Buyer Account Receivable. Part 3.8 Section 3.10 of the Buyer Disclosure Letter Schedule contains a complete and accurate list of all Buyer Accounts Receivable as of the date of the Buyer Interim Balance SheetSheet Date, which list sets forth the aging of such Buyer Accounts Receivable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ethos Environmental, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on Company reflected, respectively, in the Balance Sheet Financial Statements or the Interim Balance Sheet or on in the accounting records of the Acquired Companies as of Company (the Closing Date (collectively, the "Accounts Receivable"“Receivables”) represent or will represent (a) valid and bona fide obligations arising from sales actually made or services actually performed rendered by the Company in the Ordinary Course of BusinessBusiness and (b) are correct as to amount, legally enforceable according to their terms and (c) have no right of defence, set-off against them except year-end rebates and discounts for advance payment. Unless paid prior to the Closing Date, the Accounts Receivable Receivables dated on or after 1 January 2010 are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or Financial Statements as of 31 December 2010 (the Interim Balance Sheet “Financial Statement”) or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Receivables as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material an adverse change in the composition of such Accounts Receivable Receivables in terms of aging). Subject to such reserves, each Each of the Accounts Receivable Receivables dated on or after 1 January 2010 either has been or will be collected in full, without any set-off, except year-end rebates and discounts for advance payment within ninety days after the day on which it first becomes due and payablenormal trading terms for such customer. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with by any obligor of an Accounts a Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.10 contains a complete and accurate list of all Accounts Receivable Receivables as of the date of the Interim Balance SheetFinancial Statements, which list sets forth the aging of such Accounts ReceivableReceivables. Sellers shall pay to Buyer an amount equal to any Receivables dated on or after 1 January 2010 which are not collected by the Company prior to closing or by Company post closing from a customer within three hundred and sixty five (365) days of Closing. Following payment of such amount to Buyer, Buyer shall procure that Company assigns such account to Sellers. If the customer subsequently pays the account to the Company, the Company shall refund to the Sellers such amount as has been or should have been assigned to the Sellers.
Appears in 1 contract
Accounts Receivable. All accounts receivable of the Acquired Companies Xxxxxx and PPCT that are reflected on the Balance Sheet or the Interim Xxxxxx and PPCT Latest Balance Sheet or on the accounting records of the Acquired Companies Xxxxxx and PPCT as of the Closing Date (collectively, the "Xxxxxx and PPCT Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Xxxxxx and PPCT Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Xxxxxx and PPCT Latest Balance Sheet or on the accounting records of the Acquired Companies Xxxxxx and PPCT as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Xxxxxx and PPCT Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Xxxxxx and PPCT Latest Balance Sheet represented of the Xxxxxx and PPCT Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Xxxxxx and PPCT Accounts Receivable in terms of aging). Subject to such reserves, each of the Xxxxxx and PPCT Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an a Xxxxxx and PPCT Accounts Receivable relating to the amount or validity of such the Xxxxxx and PPCT Accounts Receivable. Part 3.8 of the Disclosure Letter SCHEDULE 4.1.24 contains a complete and accurate list of all Xxxxxx and PPCT Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such the Xxxxxx and PPCT Accounts Receivable.
Appears in 1 contract
Samples: Agreement (Mixson Corp /De/)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Power Renewable Energy, Inc.)
Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and 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 ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet interim balance sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(pp) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.
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Accounts Receivable. All The accounts receivable set forth on the Last Balance Sheet, and all accounts receivable arising since the Last Balance Sheet Date, represent bona fide claims of the Acquired Companies that are reflected on the Balance Sheet Company Group or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made Business against debtors for products provided or services actually performed or other charges arising on or before the date of this Agreement, and all products provided and services performed that gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts, customer, or advertiser requirements. Such accounts receivable are subject to no defenses, counterclaims, or rights of setoff and are fully collectible in the Ordinary Course of Business. Unless paid prior Business without cost in collection efforts therefor, except to the Closing Date, the Accounts Receivable are or will be as extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on accounts receivable as set forth on the Last Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of accounts receivable arising since the Last Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable that is not greater than the rate reflected by the reserve as for bad debts on the Last Balance Sheet. As of the Closing Date, will not represent a greater percentage the accounts receivables included in the calculation of the Accounts Receivable as Estimated Closing Net Working Capital will represent bona fide claims of the Closing Date than Company Group against debtors for products provided or services performed or other charges arising on or before the reserve reflected date of this Agreement, and products provided or services performed that gave rise to said accounts were delivered or performed in accordance with the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)applicable orders, Contracts, customer, or advertiser requirements. Subject to such reserves, each of the Accounts Receivable either has been or Said accounts receivable will be collected in fullsubject to no defenses, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claimcounterclaims, or right rights of set-off, other than returns setoff and are fully collectible in the Ordinary Course of BusinessBusiness without cost in collection efforts therefor, under any Contract with any obligor of an Accounts Receivable relating except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable appropriate reserves for bad debts on accounts receivable as set forth in the calculation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableEstimated Closing Net Working Capital.
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Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company 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. Unless Except as set forth in Schedule 5.9, unless paid prior to the Closing Date, the Accounts Receivable are or will be to the best of the Seller Parties' knowledge as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet Financial Statement represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reservesExcept as listed on Schedule 5.9, each of the Accounts Receivable to the best of the Seller Parties' knowledge either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of BusinessBusiness known to the Seller Parties, under any Contract agreement, contract or legally binding obligation with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetFinancial Statement, which list sets forth the aging of such Accounts Receivable.
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Accounts Receivable. All accounts receivable of the Acquired Companies Company ------------------- that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-set- off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
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Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies Company 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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable, provided, however, that in the event Parent Seller compensates Buyer or the Company for the value of any such Account Receivable not collected within such ninety-day period, such Account Receivable will be assigned to Parent Seller or, if later collected by the Company, the Company shall pay the amount collected to the Parent Seller or otherwise credit such amount against any amount then owed by Parent Seller to the Company or Buyer. There To the Knowledge of the Company and Parent Seller, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Section 3.8 of the Disclosure Letter Schedule contains a complete and accurate list summary of all the amount of Accounts Receivable as of the date of the Interim 2005 Balance Sheet, which list summary sets forth the aging of such Accounts Receivable.
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Samples: Agreement of Purchase and Sale (Measurement Specialties Inc)
Accounts Receivable. All accounts receivable of the Acquired Companies that are Company reflected on in the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies as of Company (the Closing Date (collectively, the "Accounts Receivable"“Receivables”) represent or will represent (a) valid and bona fide obligations arising from sales actually made or services actually performed rendered by the Company in the Ordinary Course of BusinessBusiness and (b) are correct as to amount, legally enforceable according to their terms and (c) have no right of defense, set-off against them. Unless paid prior to the Closing Date, the Accounts Receivable Receivables are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or Financial Statements as of 31 December 2009 (the Interim Balance Sheet “Financial Statement”) or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent 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 Receivables as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material an adverse change in the composition of such Accounts Receivable Receivables in terms of aging). Subject to such reserves, each Each of the Accounts Receivable Receivables either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. normal trading terms for such customer, There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with by any obligor of an Accounts a Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.10 contains a complete and accurate list of all Accounts Receivable Receivables as of the date of the Interim Balance SheetFinancial Statement, which list sets forth the aging of such Accounts ReceivableReceivables. Sellers shall pay to Buyer an amount equal to any Receivable(s) which are not collected by the Company from a customer within the Normal Trading Terms plus one hundred twenty (120) days. For purposes of this Section 5.10, the term “Normal Trading Terms” shall mean the lesser of (i) the actual number of days which such customer has normally paid the Company, and (ii) one hundred twenty (120) days. Following payment of such amount to Buyer, Buyer shall procure that the Company assigns such account to Sellers.
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Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent 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 Interim Balance Sheet represented of the Accounts Receivable 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, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Section 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
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