Common use of Receivables; Payables Clause in Contracts

Receivables; Payables. (a) All Receivables shown on the June Balance Sheet and all such receivables held by Sellers on the date hereof were and are valid obligations of the respective makers thereof arising from services actually performed by Sellers in the ordinary course of business, and were not and are not subject to any offset or counterclaim, except for amounts reserved against on the June Balance Sheet (which reserves are adequate and calculated consistent with past practice, and will not represent a material adverse change in the composition of such receivables in terms of aging) and, with respect to notes and accounts thereafter arising and outstanding on the date hereof, except for a percentage thereof equal to the percentage which said reserved amounts on the June Balance Sheet constituted of the aggregate of notes and accounts receivable at the date of the June Balance Sheet. (b) Schedule 3.6 contains an accurate and complete list, as of a date no earlier than June 30, 2003, of all of the Receivables, together with detailed information as to each such Receivable which has been outstanding for more than thirty (30) days. Except as set forth on Schedule 3.6, none of Sellers nor Nextera have any Knowledge that any account debtors of Sellers are unable to pay any accounts receivable owed to Sellers for any reason whatsoever, except to the extent of any amounts reserved against on the June Balance Sheet. (c) Except as set forth on Schedule 5.18, as of a date no earlier than June 30, 2003, Sellers have paid all accounts payable in the ordinary course of business in accordance with the terms thereof, and has not delayed the payment thereof in contemplation of the transactions provided in the Agreement or otherwise.

Receivables; Payables. (a) All Receivables shown The accounts receivable of the Seller have arisen, and are consistent with levels maintained, in the ordinary course of business and represent bona fide claims of the Seller against debtors for sales made, services performed or other charges arising on the June Balance Sheet and all such receivables held by Sellers on or before the date hereof were hereof, are not subject, to the Seller's and are the Stockholder's knowledge, to valid obligations claims of set-off or other defenses or counterclaims, and, except as set forth in Section 4.19 of the respective makers thereof arising from services actually performed by Sellers Disclosure Schedule or subject to the reserves therefor set forth on such balance sheet (which have been recorded on a consistent basis in a manner consistent with GAAP), to the Seller's and the Stockholder's knowledge, are as of the date of this Agreement and as of the Closing Date reasonably will be expected to be collectible in the ordinary course of business, without resort to litigation or extraordinary collection activity. The Seller has not relaxed its customer credit policies at any time since December 31, 2001. All current work in process is being conducted consistent with Seller's past practice and were not within the scope of actual customer work orders and no such work is being conducted without such order. The accounts payable of the Seller have arisen, and are not subject to any offset or counterclaim, except for amounts reserved against on the June Balance Sheet (which reserves are adequate and calculated consistent with past practicelevels maintained, and will not represent a material adverse change in the composition of such receivables in terms of aging) and, with respect to notes and accounts thereafter arising and outstanding on the date hereof, except for a percentage thereof equal to the percentage which said reserved amounts on the June Balance Sheet constituted of the aggregate of notes and accounts receivable at the date of the June Balance Sheet. (b) Schedule 3.6 contains an accurate and complete list, as of a date no earlier than June 30, 2003, of all of the Receivables, together with detailed information as to each such Receivable which has been outstanding for more than thirty (30) days. Except as set forth on Schedule 3.6, none of Sellers nor Nextera have any Knowledge that any account debtors of Sellers are unable to pay any accounts receivable owed to Sellers for any reason whatsoever, except to the extent of any amounts reserved against on the June Balance Sheet. (c) Except as set forth on Schedule 5.18, as of a date no earlier than June 30, 2003, Sellers have paid all accounts payable in the ordinary course of business and represent bonafide payables of the Seller. All material items which are required by GAAP to be reflected as accounts receivable or accounts payable on the Seller Financial Statements and the books and records of the Seller are so reflected. As of the Closing, the cash transferred to Sub shall be not less than $1,800,000, of which $375,000 shall be retained in accordance Seller's account to pay Seller's costs and expenses in connection with the terms thereofAcquisition as provided in Section 7.5, and has not delayed the payment thereof in contemplation of the transactions provided in the Agreement or otherwiseremainder shall be wire transferred to Sub at Closing.