Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly in all material respects on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet as of the Most Recent Balance Sheet Quarter End included in the Target’s Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaimscounterclaims known to Seller, are current and collectible, collectible and will be collected in accordance with their terms at their the recorded amountsamounts thereof, subject only to the reserve reserve, if any, for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target).

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs material set-offs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All The notes and accounts receivable of each of the Target Targets are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms collectible at their recorded amountsaggregate face amount, subject only except to the extent of the allowances for deductions and the reserve for bad debts set forth on the face of reflected in the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of for operations and transactions through the TargetClosing Date.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target Targets are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectiblecurrent, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice Ordinary Course of the TargetBusiness.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly in all material respects on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet as of the Most Recent Balance Sheet Quarter End included in the Target’s Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Effective Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaimscounterclaims known to any Seller, are current and collectible, collectible and will be collected in accordance with their terms at their the recorded amountsamounts thereof, subject only to the reserve reserve, if any, for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target).

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaimsand are collectible in the aggregate, are current and collectiblenet of reserves for bad debts, pending sales, and will be collected cancellations, as reflected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Target's Most Recent Balance Sheet (rather than or in any notes thereto) as ), to be adjusted for the passage of time through up to and including the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet Financial Statement (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of ----------------------------- the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve potential for bad debts set forth which is not reflected on the face of the Target's Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetSheet.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaimscounterclaims and, to the Knowledge of the Seller and the directors and officers of the Target are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for or on the passage of time through the Closing Date in accordance with the past custom and practice books of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaimscounterclaims known to any Seller, are current and collectible, collectible and will are reasonably likely to be collected in accordance with their terms at their the recorded amountsamounts thereof, subject only to the reserve reserve, if any, for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target).

Notes and Accounts Receivable. All notes and accounts receivable of the Target Targets (other than any Excluded Assets) are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the TargetTargets.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly in all material respects on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts aggregate accounts receivable reserves set forth on the face of in the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no existing setoffs or counterclaims, and are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of in the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, ; are valid receivables subject to no defenses, setoffs or counterclaims, ; and are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only except to the extent of any reserve for bad debts set forth on the face of in the Most Recent Balance Sheet (rather than in any notes thereto) Financial Statements as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, counterclaims and are current and collectible, and will be collected in accordance with their terms collectible at their recorded amounts, subject only to the reserve for bad debts set forth on the face of in the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time from the Most Recent Balance Sheet Date through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of in the Most Recent Balance Sheet (rather than in including any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaimsand are collectible in the aggregate, are current and collectiblenet of reserves for bad debts, pending sales, and will be collected cancellations, as reflected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than or in any notes thereto) as ), to be adjusted for the passage of time through up to and including the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable ------------------------------ of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs set offs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetSheet.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Target Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its subsidiary are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs set offs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.. (s)

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, counterclaims and are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts reserves set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Target Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetDate.

Notes and Accounts Receivable. All notes and accounts receivable of the -------------------------------- Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will shall be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Target.. (o)

Notes and Accounts Receivable. All notes and accounts receivable of the Target are reflected properly on its their books and records, are valid receivables that arose in the Ordinary Course of Business subject to no setoffs or counterclaims, are current and are, to Target's Knowledge, collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Target.

Notes and Accounts Receivable. All notes and accounts receivable of the Target Targets are reflected properly on its their books and records, are valid receivables which to the Knowledge of Seller are subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTargets.

Notes and Accounts Receivable. All notes and accounts receivable of the Target and its Subsidiaries are reflected properly on its their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Most Recent Balance Sheet Financial Statements (rather than or in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the TargetTarget and its Subsidiaries.