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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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 in the face Statement of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time Net Assets through the Closing Date in accordance with the past custom customs and practice practices of Seller and its Subsidiariesthe Business.

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.

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 appropriate profit center and commission offsets, normal marketing remedies and 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.

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 to the reserve for bad debts set forth on the face of 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 subject to normal returns and credits consistent with the past custom Seller's and practice of Seller and its SubsidiariesNutrapro's prior operating history.

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.

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, as previously disclosed to Purchaser.

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.

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.

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.

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.

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.

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.

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.

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.

Notes and Accounts Receivable. All notes and accounts receivable of Seller and its Subsidiaries are the Buyer 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 Buyer 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.

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.

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 contractual setoffs or counterclaims, outstanding counterclaims and are considered by Seller and its internal accountants to be 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 Sheet, in accordance with the past custom and practice of Seller and its Subsidiariesthe Seller.

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.

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.

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.

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.

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.

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.

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.