Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. All notes and accounts receivables of the Company and its Subsidiaries appearing on the Most Recent Company Balance Sheet and all of the receivables which have arisen or been acquired by the Company or its Subsidiaries since the date thereof (collectively, the “Company Receivables”), are bona fide trade receivable and have arisen or were acquired in the Ordinary Course of Business of the Company or its Subsidiaries and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Balance Sheet, neither the Company nor any of its Subsidiaries has cancelled or agreed to cancel, in whole or in part, any Company Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company Receivables are reflected properly on the books and records of the Company or its Subsidiaries, and, except as set forth on Section 4.9 of the Company Disclosure Schedule, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed to the notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. For purposes of the foregoing, Company Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty (120) days of the date such receivables are billed.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp), Agreement and Plan of Merger (Gca I Acquisition Corp)

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Notes and Accounts Receivable. All notes and accounts receivables of the Company and its Subsidiaries appearing on the Most Recent Company Balance Sheet and all of the receivables which have arisen or been acquired by the Company or its Subsidiaries since the date thereof (collectively, the “Company Receivables”), are are, to Seller’s Knowledge, bona fide trade receivable receivables and have arisen or were acquired in the Ordinary Course of Business of the Company or its Subsidiaries and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Balance Sheet, neither the Company nor any of its Subsidiaries Seller has not cancelled or agreed to cancel, in whole or in part, any Company Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company Receivables are reflected properly on the books and records of the Company or its SubsidiariesCompany, and, and to Seller’s Knowledge and except as set forth on the Seller Disclosure Schedule Section 4.9 of the Company Disclosure Schedule2.9, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed to including the notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its SubsidiariesCompany. For purposes of the foregoing, Company Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty (120) 360 days of the date such receivables are billed.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Drone USA Inc.)

Notes and Accounts Receivable. All notes and accounts receivables of the Company Everhome and its Subsidiaries appearing on the Most Recent Company Everhome Balance Sheet and all of the receivables which have arisen or been acquired by the Company Everhome or its Subsidiaries since the date thereof (collectively, the “Company Everhome DocuSign Envelope ID: DD3EB217-9031-4509-938A-F415E629610D DocuSign Envelope ID: 48A497CB-1962-4E33-B830-6A1B5FDED0C1 Receivables”), are bona fide trade receivable receivables and have arisen or were acquired in the Ordinary Course of Business of the Company Everhome or its Subsidiaries and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Everhome Balance SheetSheets, neither the Company Everhome nor any of its Subsidiaries has cancelled or agreed to cancel, in whole or in part, any Company Everhome Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company Everhome Receivables are reflected properly on the books and records of the Company Everhome or its Subsidiaries, and, except as set forth on the Everhome Disclosure Schedule Section 4.9 of the Company Disclosure Schedule4.9, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Everhome Balance Sheet Sheets (as opposed to the notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company Everhome and its Subsidiaries. For purposes of the foregoing, Company Everhome Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty (120) days of the date such receivables are billed.

Appears in 1 contract

Samples: Share Exchange Agreement

Notes and Accounts Receivable. All notes and accounts receivables receivable of FIND reflected in the balance sheet that is made a part of the Company and its Subsidiaries appearing on financial statements included in the Most Recent Company Balance Sheet Recently Filed FIND SEC Report, and all of the receivables which have arisen or been acquired by the Company or its Subsidiaries FIND since the date thereof (collectively, the “Company FIND Receivables”), are bona fide trade receivable receivables and have arisen or were acquired in the Ordinary Course of Business of the Company or its Subsidiaries FIND and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Balance SheetRecently Filed FIND SEC Report, neither the Company FIND nor any of its Subsidiaries Subsidiaries, including Merger-Sub, has cancelled or agreed to cancel, in whole or in part, any Company FIND Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company FIND Receivables are reflected properly on the books and records of the Company or its SubsidiariesFIND, and, except as set forth on Section 4.9 of the Company FIND Disclosure Schedule, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed to the notes thereto) Recently Filed FIND SEC Report as adjusted for the passage of time through the Closing Date date hereof in accordance with the past custom and practice of the Company and its SubsidiariesFIND. For purposes of the foregoing, Company the FIND Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty ninety (12090) days of the date such receivables are billed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Findex Com Inc)

Notes and Accounts Receivable. All notes and accounts receivables of the Company and its Subsidiaries appearing on the Most Recent Company Balance Sheet and all of the receivables which have arisen or been acquired by the Company or its Subsidiaries since the date thereof (collectively, the “Company Receivables”), are bona fide trade receivable and have arisen or were acquired in the Ordinary Course of Business of the Company or its Subsidiaries and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Balance Sheet, neither the Company nor any of its Subsidiaries has cancelled or agreed to cancel, in whole or in part, any Company Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company Receivables are reflected properly on the books and records of the Company or its Subsidiaries, and, except as set forth on Section 4.9 of the Company Disclosure Schedule, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed to the notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries. For purposes of the foregoing, Company Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty (120) days of the date such receivables are billed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gca Ii Acquisition Corp)

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Notes and Accounts Receivable. All notes and accounts receivables of FIND reflected in the Company and its Subsidiaries appearing on balance sheet that is made a part of the financial statements included in the Most Recent Company Balance Sheet Recently Filed FIND SEC Report, and all of the receivables which have arisen or been acquired by the Company or its Subsidiaries FIND since the date thereof (collectively, the “Company FIND Receivables”), are bona fide trade receivable and have arisen or were acquired in the Ordinary Course of Business of the Company or its Subsidiaries FIND and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company Balance SheetRecently Filed FIND SEC Report, neither the Company FIND nor any of its Subsidiaries Subsidiaries, including Merger-Sub, has cancelled or agreed to cancel, in whole or in part, any Company FIND Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company FIND Receivables are reflected properly on the books and records of the Company or its SubsidiariesFIND, and, except as set forth on Section 4.9 7.9 of the Company FIND Disclosure Schedule, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company Balance Sheet (as opposed to the notes thereto) Recently Filed FIND SEC Report as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company and its SubsidiariesFIND. For purposes of the foregoing, Company the FIND Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty ninety (12090) days of the date such receivables are billed.

Appears in 1 contract

Samples: Employment Agreement (Findex Com Inc)

Notes and Accounts Receivable. All notes and accounts receivables of the Company OELC and its Subsidiaries appearing on the Most Recent Company OELC Balance Sheet and all of the receivables which have arisen or been acquired by the Company OELC or its Subsidiaries since the date thereof (collectively, the “Company OELC Receivables”), are bona fide trade receivable and have arisen or were acquired in the Ordinary Course of Business of the Company OELC or its Subsidiaries and in a manner consistent with their normal past credit practices. Since the date of the Most Recent Company OELC Balance Sheet, neither the Company OELC nor any of its Subsidiaries has cancelled or agreed to cancel, in whole or in part, any Company OELC Receivables except in the Ordinary Course of Business consistent with demonstrated past practices. All of the Company OELC Receivables are reflected properly on the books and records of the Company OELC or its Subsidiaries, and, except as set forth on Section 4.9 of the Company OELC Disclosure Schedule, are current and collectible and not subject to set-off or counterclaim, and will be collected in accordance with their terms at their recorded amounts, subject only to reserve for bad debts or doubtful accounts set forth on the Most Recent Company OELC Balance Sheet (as opposed to the notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company OELC and its Subsidiaries. For purposes of the foregoing, Company OELC Receivables shall be deemed to be “collected in accordance with their terms at their recorded amounts” if they are collected in full within one hundred and twenty (120) days of the date such receivables are billed.

Appears in 1 contract

Samples: Share Exchange Agreement (Alas Aviation Corp.)

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