Common use of Receivables; Payables Clause in Contracts

Receivables; Payables. (a) The accounts receivable of each Company reflected in the Final Closing Statement have arisen in bona fide arm's-length transactions in the ordinary and usual course of business consistent with past custom and practice, and, subject to the allowance for doubtful accounts set forth in the Final Closing Statement, all such receivables are valid and binding obligations of the account debtors without any counterclaims, setoffs or other defenses thereto and are collectible in the ordinary and usual course of business consistent with past custom and practice. All such reserves, allowances and discounts were and are adequate and consistent in extent with the reserves, allowances and discounts previously maintained by the Companies in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. All work-in-process or accrued billing reflected in the Final Closing Statement has been performed pursuant to a customer order or contract therefor and shall become accounts receivable in due course, which shall be collectible for the full amount in the ordinary and usual course of business consistent with past custom and practice at the full recorded amount thereof. (b) All accounts payable of each Company reflected on the Financial Statements and/or Final Closing Statement are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate manner.

Receivables; Payables. (a) The accounts receivable of each Company the Companies and the Subsidiaries reflected in the Financial Statements and/or Final Closing Working Capital Statement have arisen in bona fide arm'sarm’s-length transactions in the ordinary and usual course of business consistent with past custom and practice, and, subject to the allowance for doubtful accounts set forth in the Financial Statements or, if applicable, Final Closing Working Capital Statement, all such receivables are valid and binding obligations of the account debtors without any counterclaims, setoffs or other defenses thereto and are collectible in the ordinary and usual course of business consistent with past custom and practice. All such reserves, allowances and discounts were and are adequate and consistent in extent with the reserves, allowances and discounts previously maintained by the Companies and the Subsidiaries in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. All work-in-process or accrued billing reflected in the Financial Statements and/or Final Closing Working Capital Statement has been performed pursuant to a written customer order or contract therefor and shall become accounts receivable in due course, which shall be collectible for the full amount in the ordinary and usual course of business consistent with past custom and practice within sixty (60) days after billing at the full recorded amount thereof. (b) All accounts payable of each Company the Companies and the Subsidiaries reflected on the Financial Statements and/or Final Closing Working Capital Statement are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate manner.

Receivables; Payables. (a) The accounts receivable and notes receivable of each the Company and its Subsidiaries reflected in the Final Closing Statement Balance Sheet and arising after the date thereof have arisen in bona fide arm'sarm’s-length transactions in the ordinary and usual course of business consistent with past custom and practicebusiness, and, subject to the allowance for doubtful accounts set forth in the Final Closing StatementBalance Sheet, or, with respect to accounts receivable or notes receivable arising after the Balance Sheet Date, on the accounting records of the Company and its Subsidiaries, to Knowledge of Sellers, all such receivables are valid and binding obligations of the account debtors without any counterclaims, setoffs or other defenses thereto and are collectible in the ordinary and usual course of business consistent with past custom and practicethereto. All such reserves, allowances and discounts were and are adequate and consistent in extent with the reserves, allowances and discounts previously maintained by the Companies Company and its Subsidiaries in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. All work-in-process or accrued billing reflected in the Final Closing Statement Balance Sheet and arising after the date thereof has been performed pursuant to a customer order or contract therefor and shall become accounts receivable in due course, which shall be collectible for the full amount in the ordinary and usual course of business consistent with past custom and practice at the full recorded amount thereof. (b) All accounts payable of each the Company and its Subsidiaries reflected on the Financial Statements and/or Final Closing Statement Balance Sheet and arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate mannermanner and for which there are adequate reserves on the Balance Sheet, or, with respect to accounts payable arising after the Balance Sheet Date, on the accounting records of the Company and its Subsidiaries.