Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on 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 Seller and its Subsidiaries.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

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Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on their books and records, are valid receivables subject (to Seller's knowledge after due inquiry) to no setoffs setoff 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 Seller and its SubsidiariesSeller.

Appears in 2 contracts

Samples: Patent Assignment Agreement (Alaris Medical Systems Inc), Patent Assignment Agreement (Alaris Medical Inc)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries the Buyer are reflected properly on their 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 Seller and its Subsidiariesthe Buyer.

Appears in 2 contracts

Samples: Stock for Stock Exchange Agreement (Vincera, Inc.), Stock for Stock Exchange Agreement (Vincera, Inc.)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries included in Acquired Assets are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, 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 Seller and its SubsidiariesSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their the Seller’s 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 any 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 Seller and its Subsidiariesthe Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Memry Corp), Asset Purchase Agreement (Trudy Corp)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on 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 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rocky Mountain Internet Inc)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on their 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 Seller and its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are is reflected properly on their 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 Freestar Technologies, Inc., August 8, 2001 page 15 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 Seller and its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Freestar Technologies)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on their 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 Seller and its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metal Management Inc)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Officeland Inc)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries included in the Acquired Assets are reflected properly on their the books and recordsrecords of Seller, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to normal Cash discounts accrued in the Ordinary Course of Business or 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 Seller and its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their 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 -19- 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sabratek Corp)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current (not older than 90 days) and collectible, and will be collected are collectible 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arrhythmia Research Technology Inc /De/)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and to Seller's knowledge, 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 applicable bankruptcy, insolvency, reorganization, moratoria, fraudulent conveyance and other similar laws or equitable principles affecting enforcement 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 Seller and its Subsidiariescreditors' rights or remedies generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atc Healthcare Inc /De/)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their the Seller’s books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newtek Business Services Inc)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their the Seller's books and records, are valid receivables subject to no setoffs setoff 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (McWhorter Technologies Inc /De/)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries which are part of the Assets are reflected properly on their the Business's 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 a reserve for bad debts set forth on the face of the Most Recent Reference Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the date of Closing Date in accordance with the past custom customs and practice practices of Seller and its Subsidiariesthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Data Systems & Software Inc)

Notes and Accounts Receivable. All notes and accounts receivable Accounts Receivable of the Seller and its Subsidiaries are reflected properly on their books and recordsthe Most Recent Financial Statements, are valid receivables subject to no setoffs or counterclaimscounterclaims to the Knowledge of the Seller, are current and to the Knowledge of the Seller 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 contained in the Most Recent Balance Sheet Financial Statements (rather than including in any notes thereto) as adjusted for the passage of time through the Closing Date Effective Time in accordance with the past custom and practice of Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Escrow Agreement (Global Employment Holdings, Inc.)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their its books and records, are valid receivables subject to no setoffs setoff 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Halo Technology Holdings, Inc.)

Notes and Accounts Receivable. All notes and accounts receivable of each Seller and its Subsidiaries are reflected properly on their 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 Seller and its Subsidiariessuch Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

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Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly fairly on 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 Seller and its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Spectra Systems Corp)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on 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 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 Seller and its Subsidiaries.the Seller. (s)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocky Mountain Internet Inc)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries included in the Acquired Assets are reflected properly on 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 in the Most Recent Balance Sheet (rather than and/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 Seller and its Subsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Atec Group Inc)

Notes and Accounts Receivable. All notes and accounts ----------------------------- receivable of Seller and its Subsidiaries Seller, including receivables for customer tooling, are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in substantial accordance with their terms and at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Most Recent June 30 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 Seller and its Subsidiariesgenerally acceptable accounting principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cambridge Industries Inc /De)

Notes and Accounts Receivable. All notes and accounts receivable ------------------------------ of Seller Buyer and its Subsidiaries are reflected properly on 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 Seller Buyer and its Subsidiaries.. (xvii)

Appears in 1 contract

Samples: Stock Exchange Agreement (Sequiam Corp)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on their the Most Recent Balance Sheet and in the books and recordsrecords of Seller, 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 Seller and its Subsidiariesreflected thereon.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trylon Corp/Mi/)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on 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 Seller and its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Penn Treaty American Corp)

Notes and Accounts Receivable. All To the Knowledge of the Seller, all notes and accounts receivable of Seller the Company and its Subsidiaries are reflected properly on 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 Seller the Company and its Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rocky Mountain Internet Inc)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on their its books and records, are valid receivables receivables, and to Seller's Knowledge are subject to no setoffs or counterclaims, counterclaims and 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 most recent balance sheet (rather than in any notes thereto) as of the Most Recent Month End as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller and its Subsidiariesthe Seller. INTECH CABLE, INC.

Appears in 1 contract

Samples: Asset Purchase Agreement (Belden Inc)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries Seller, all of which are reflected properly on their the books and recordsrecords of Seller, are valid receivables subject to no setoffs setoffs, defenses or counterclaimscounterclaims known to Seller, are current and collectibleand, and will be collected to Seller’s knowledge, collectible subject in accordance with their terms at their recorded amounts, subject each case 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 Seller and its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interwave Communications International LTD)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries which are part of the Assets are reflected properly on their Seller's 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 a reserve for bad debts set forth on the face of the Most Recent Reference Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the date of Closing Date in accordance with the past custom customs and practice practices of Seller and its Subsidiariesthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corestaff Inc)

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are reflected properly on their 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 Seller and its SubsidiariesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Source Information Management Co)

Notes and Accounts Receivable. All notes and accounts receivable of the Seller and its Subsidiaries are reflected properly on 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 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 Seller and its Subsidiariesthe Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quixote Corp)

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