Common use of Receivables and Payables Clause in Contracts

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "Receivables"), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's regular credit practices; (ii) the Company's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(l2.1(q), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "“Receivables"”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's ’s regular credit practices; (ii) the Company's ’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent Purchaser a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (ia) All the accounts receivable and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "Receivables"), are bona fide, represent valid obligations owing to the CompanyCompany and its Subsidiaries as of the date of this Agreement constitute, and as of the Closing will constitute, valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no known or asserted claims, refusals to pay or other rights of set-off against any thereof other than such as have arisen or were acquired will arise in the ordinary course of business and in a manner consistent with recent past practice and with the Company's regular credit practices; (ii) the Company's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables which adequate reserves have been collected or established in the Company Financial Statements. Except as set forth on Section 5.27(a) of the Company Disclosure Schedules, as of the date of this Agreement, (i) all accounts and notes receivable are good and collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort consistent with past practice at the aggregate recorded amounts thereof net of such reserves as have been established in the Company Financial Statements; (ii) no account debtor or note debtor is delinquent in its payment by more than ninety (90) days; (iii) no account debtor or note debtor has refused or, to litigationthe Knowledge of the Company, threatened to refuse, to pay its obligations for any reason other than as adequately reserved for in the Company Financial Statements; (iv) to the Knowledge of the Company, none of the Receivables no account debtor or note debtor is insolvent or will at the Closing Date be subject to any defense, counterclaim or setoffbankrupt; (v) since the Balance Sheet Date, no account receivable or note receivable has been pledged to any third party by the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; its Subsidiaries and (vi) there has been no material adverse change since to the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable Knowledge of the Company, from those reflected no customer has changed or intends to change its accounts payable policy in the balance sheet of a manner adverse to the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereofor its Subsidiaries.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), 4.25: (i) the accounts and notes receivable reflected on the Financial Statements or arising since the date of the Balance Sheet Date (collectively, the "“Receivables"”), are bona fide, represent valid obligations to the CompanyMSK, and have arisen or were acquired in the ordinary course of business and in a manner substantially consistent with recent past practice and with the Company's regular credit practicespractices of MSK; (ii) the Company's MSK’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the date of the Balance Sheet Date has been determined in accordance with GAAP applied on a consistent basis with the generally accepted accounting principles consistently appliedFinancial Statements; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any valid defense, counterclaim or setoff; (viv) since the date of the Balance Sheet DateSheet, the Company MSK has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables, except in the ordinary course of business consistent with past practice; and (viv) there has not been no any material adverse change since the date of the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the CompanyMSK, from those reflected in the balance sheet of the Company as of such dateBalance Sheet. The Company MSK has provided or made available to the Parent Buyer a schedule of aged Receivables and payables for the Company MSK as of a date which is within three (3) business days of the date hereofof this Agreement.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "“Receivables"”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's ’s regular credit practices; (ii) the Company's ’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles GAAP consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "Receivables"“RECEIVABLES”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's regular credit practices; (ii) the Company's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(lSCHEDULE 3.1(L), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "ReceivablesRECEIVABLES"), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's regular credit practices; (ii) the Company's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i2.1(q) the sets forth a true and complete list of accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "“Receivables"”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's ’s regular credit practices; (ii) the Company's ’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles uncollectible recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) the The accounts and notes receivable reflected on the Financial Statements or arising since the date of the Balance Sheet Date (collectively, the "“Receivables"”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner substantially consistent with recent past practice and with the Company's regular credit practicespractices of the Company; (ii) the Company's ’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the date of the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles GAAP consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any valid defense, counterclaim or setoff; (viv) since the date of the Balance Sheet DateSheet, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables, except in the ordinary course of business consistent with past practice; and (viv) there has not been no any material adverse change since the date of the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of Balance Sheet. Upon request by Parent, the Company as of such date. The Company has provided will make available to the Parent Buyer a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereofof this Agreement.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "“Receivables"”), are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company's ’s regular credit practices; (ii) the Company's ’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.