Common use of Receivables; Payables Clause in Contracts

Receivables; Payables. (a) Each of the Receivables arose in the Ordinary Course of Business of Pipelogic and represents the genuine, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Receivable. Pipelogic has good and valid title to each Receivable free and clear of all Liens except Permitted Liens. No goods or services, the sale or provision of which gave rise to any Receivable, have been returned or rejected by any account debtor or lost or damaged prior to receipt thereby. Set forth in Schedule 3.15(a) is a listing of Receivables as of a date no more than seven (7) days prior to the date of this Agreement, which listing sets forth the number of days each Receivable has been outstanding. Pipelogic has not written off any Receivables as uncollectible. (b) All accounts payable of Pipelogic (i) reflected in the Financial Statements have been paid and are the result of bona fide transactions in the Ordinary Course of Business of Pipelogic and (ii) arising after the date of the Financial Statements are the result of bona fide transactions in the Ordinary Course of Business of Pipelogic and are not yet due and payable.