Common use of Inventory and Accounts Receivable Clause in Contracts

Inventory and Accounts Receivable. (a) All inventory of the Seller pertaining to the Business reflected on the Most Recent Balance Sheet is usable and saleable in the ordinary course of business, except for excess and obsolete items and items of below-standard quality, all of which have been written-off or written-down to net realizable value on the Most Recent Balance Sheet. All inventories not written-off have been priced at the lower of cost or market value on a first-in, first-out basis. (b) The Inventory sold and delivered to the Buyer hereunder at Closing shall be free from defects and conform to its specifications and Governmental Approvals and shall not be adulterated or misbranded within the meaning of the FDA Act and is free and clear of all Security Interests. The Inventory has been manufactured, packaged, labeled, stored, and loaded for shipment, as the case may be, in accordance with its specifications, cGMP, all Laws, including, without limitation, those relating to environmental Law and safety. In connection with the Business, the Seller has not used in any capacity the services of any Person debarred under the U.S. Generic Drug Enforcement Act, 21 U.S.C. §335a(k)(1) and further has not used any Person who has been convicted of a crime as defined under the U.S. Generic Drug Enforcement Act in connection with the services rendered to the Seller. (c) All of the Accounts Receivable of the Seller (i) have arisen in the ordinary course of business and (ii) resulted from a bona fide sale to a customer, and all defenses, offsets, allowances, credits, or disputes with regard to any of such accounts have been adequately reserved for in the financial statements of the Seller. No Person has any Security Interest on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to such receivables. Section 2.18 of the Disclosure Schedule sets forth all Accounts Receivable (including the Account Receivable debtor) that have been outstanding for more than 120 days.

Inventory and Accounts Receivable. (a) All inventory Inventory of the Seller pertaining to the Business reflected on the Most Recent Balance Sheet NitroMed is usable and saleable in the ordinary course of business, except for excess and obsolete items and items of below-standard quality, all of which have been written-off or written-down to net realizable value on the NitroMed's Most Recent SEC Balance Sheet. All inventories not written-off have been priced at the lower of cost or market value on a first-in, first-out basis. (b) The Inventory sold and delivered to the Buyer hereunder at Closing shall be free from defects and conform to its specifications and Governmental Approvals Authorization and shall not be adulterated or misbranded within the meaning of the FDA federal Food, Drug and Cosmetics Act and is free and clear of all Security Interestssecurity interests. The Inventory has been manufactured, packaged, labeled, stored, and loaded for shipment, as the case may be, in accordance with its specifications, cGMP, all Laws, including, without limitation, those relating to environmental Law and safety. In connection with the Business, the Seller NitroMed has not used in any capacity the services of any Person debarred under the U.S. Generic Drug Enforcement Act, 21 U.S.C. §§ 335a(k)(1) and further has not used any Person who has been convicted of a crime as defined under the U.S. Generic Drug Enforcement Act in connection with the services rendered to the SellerNitroMed. (c) All of the Accounts Receivable accounts receivable of the Seller NitroMed (i) have arisen in the ordinary course of business and (ii) resulted from a bona fide sale to a customer, and all defenses, offsets, allowances, credits, or disputes with regard to any of such accounts have been adequately reserved for in the financial statements of the SellerNitroMed. No Person has any Security Interest security interest on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to such receivables. Section 2.18 Part 2.29 of the Disclosure Schedule sets forth froth all Accounts Receivable accounts receivable of NitroMed (including the Account Receivable account receivable debtor) that have been outstanding for more than 120 days.

Inventory and Accounts Receivable. (a) All inventory notes, trade receivables and other accounts receivable of the Seller pertaining B▇▇▇▇ H▇▇▇▇▇ or its Affiliates Related to the Business (“Business Accounts Receivable”) reflected on in the Most Recent Unaudited Financial Statements or arising subsequent to the Balance Sheet is usable and saleable Date (i) have arisen from bona fide transactions entered into by B▇▇▇▇ H▇▇▇▇▇ or its Affiliates involving the actual sale of goods or the actual rendering of services in the ordinary course Ordinary Course; and (ii) net of businessapplicable reserves, except for excess and obsolete items and items constitute only valid, undisputed claims of below-standard qualityB▇▇▇▇ H▇▇▇▇▇ or its applicable Affiliate, all not subject to claims of which have been writtenset-off or written-down to net realizable value on other defenses or counterclaims other than normal cash discounts accrued in the Most Recent Balance SheetOrdinary Course. All inventories not written-off have been priced at As of the lower Closing, all Business Accounts Receivable is owned by a member of cost or market value on a first-in, first-out basisthe Company Group free and clear of all Encumbrances (other than Permitted Liens). (b) The All Business Inventory sold and delivered reflected in the Unaudited Financial Statements or arising subsequent to the Buyer hereunder at Closing shall be free from defects Balance Sheet Date consists of a quality and conform quantity usable and salable in the Ordinary Course and was produced in accordance with the latest American Petroleum Institute 6A specification if and as applicable (or other applicable specification published by the American Petroleum Institute if and as applicable), except for obsolete, damaged, defective or slow-moving items that have been written off or written down to its specifications fair market value or for which adequate reserves have been established in accordance with GAAP and Governmental Approvals reflected in the Unaudited Financial Statements and shall not be adulterated or misbranded within otherwise in the meaning Ordinary Course. As of the FDA Act and Closing, all Business Inventory is owned by a member of the Company Group free and clear of all Security Interests. The Inventory has been manufacturedEncumbrances (other than Permitted Liens), packagedand, labeled, stored, and loaded for shipment, except as the case may be, in accordance with its specifications, cGMP, all Laws, including, without limitation, those relating to environmental Law and safety. In connection with the Business, the Seller has not used in any capacity the services of any Person debarred under the U.S. Generic Drug Enforcement Act, 21 U.S.C. §335a(k)(1) and further has not used any Person who has been convicted of a crime as defined under the U.S. Generic Drug Enforcement Act in connection with the services rendered to the Seller. (c) All of the Accounts Receivable of the Seller (i) have arisen in the ordinary course of business and (ii) resulted from a bona fide sale to a customer, and all defenses, offsets, allowances, credits, or disputes with regard to any of such accounts have been adequately reserved for in the financial statements of the Seller. No Person has any Security Interest set forth on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to such receivables. Section 2.18 4.27 of the Disclosure Schedule sets Schedules, no Business Inventory is held on a consignment basis. Except as set forth on Section 4.27 of the Disclosure Schedules, as of the Closing, no Business Inventory is held by any bailee, warehouseman or other Third Party (other than Business Inventory in route for delivery in the Ordinary Course). As of the Closing, the Business Inventory is of a quantity sufficient in all Accounts Receivable (including material respects for the Account Receivable debtor) that have been outstanding for more than 120 daysnormal conduct of the Business and the operation of the Business Assets in the Ordinary Course.