Common use of Accounts and Notes Receivable and Payable Clause in Contracts

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Deep Down, Inc.), Share Purchase Agreement (Altra Industrial Motion, Inc.), Share Purchase Agreement (Warner Electric International Holding, Inc.)

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Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the its Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the its Subsidiaries reflected on the Balance Sheet Company Financial Statements are good and and, to the Knowledge of the Company, collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate in all material respects and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date December 31, 2016 are good and and, to the Knowledge of the Company, collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate in all material respects and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the its Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (C&J Energy Services, Inc.)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Most Recent Balance Sheet are are, when viewed as of the date of this Agreement, good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the date of the Most Recent Balance Sheet Date are are, when viewed as of the date of this Agreement, good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignmentcounterclaims. The Closing Date Accounts Receivable Schedule delivered to Buyer by Seller at Closing shall be true, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangementcorrect and complete.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Atmos Energy Corp)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice practice, are not excessive and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Equity Transfer Agreement (Perkinelmer Inc)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Patron Systems Inc)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All Except as set forth in Schedule 5.23, all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet Sheets are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Omega Protein Corp)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the its Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice practices and are payable on ordinary trade termsnone of the Company or any of its Subsidiaries has increased or extended the payment terms (i.e. days to pay) with respect to any such accounts receivable relative to past practices. All accounts and notes receivable of the Company and the its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve represent valid obligations. Reserves for returns or doubtful accounts reflected thereon, which reserves are adequate and returns were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedGAAP. All accounts and notes receivable arising after the Balance Sheet Date are good represent valid obligations and collectible at the aggregate recorded amounts thereof, net of any applicable reserve reserves for returns or doubtful accounts, which reserves are adequate and accounts were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedGAAP. None of the accounts or the notes receivable of the Company or any of the its Subsidiaries (i) are are, to the Knowledge of the Company, subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval consignment or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Darling International Inc)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any material setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Public Education Inc)

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Accounts and Notes Receivable and Payable. (a) A complete and accurate list of the accounts receivable reflected on the Balance Sheet and arising after the Balance Sheet Date is included in Schedule 5.22. All accounts and notes receivable of the Company Sellers and the Acquired Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company Sellers and the Subsidiaries reflected on the Closing Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after on the Closing Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company any Seller or any of the Acquired Subsidiaries (i) are is subject to any setoffs or counterclaims or (ii) represent obligations represents an obligation for goods sold on consignment, on approval or on a sale-or-sale or return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All Except as set forth in Schedule 5.23 , all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet Sheets are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nova Lifestyle, Inc.)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All Except as set forth in Schedule 5.23, all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP on tax accrual basis consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP on a tax accrual basis consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Equity Purchase Agreement (Omega Protein Corp)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company Sellers and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice practices and are payable on ordinary trade terms. All accounts and notes receivable of the Company Sellers and the Subsidiaries reflected on the Quarterly Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable of the Sellers and the Subsidiaries arising after the Reference Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accountsaccounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company Sellers or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Leucadia National Corp)

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business consistent with past practice business and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereofthereof and are valid, net undisputed claims of any the Company subject to applicable reserve for returns or for doubtful accounts reflected thereonaccounts, which and such reserves are adequate and were calculated in a manner consistent with past practice practices and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are and will be good and collectible at the aggregate recorded amounts thereofthereof and are and will be valid, net undisputed claims of any the Company subject to applicable reserve for returns or for doubtful accounts, which and such reserves are and will be adequate and were and will be calculated in a manner consistent with past practice practices and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or services subject to any other repurchase repurchase, return, refund or return rebate arrangement.

Appears in 1 contract

Samples: Purchase Agreement (Magellan Health Services Inc)

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