Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of this Agreement, to the extent that any accounts receivable that existed prior to the Closing Date deemed to be uncollectable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in this Agreement and subsequently payment is made to the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the Company.

Accounts Receivable; Accounts Payable. (a) The accounts receivable as are reflected on the Interim Balance Sheet Success Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies' accounts receivable arising after receivable, net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the date thereof (a) have arisen from bona fide transactions entered into past practices employed by the Company involving the sale of goods or the rendering of services Transferred Companies in the Ordinary Course of Business; (b) constitute only valid, undisputed claims provided that no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the Company accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the Ordinary Course of Business and are not subject to claims of set-off defenses, deductions, set offs or other defenses or counterclaims counterclaims, other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject . The Transferred Companies maintain their accounting records in sufficient detail to a reserve for bad debts shown substantiate the accounts receivable reflected on the Interim Balance Sheet or, with respect Success Financial Statements and the books and records of the Transferred Companies and have given the Purchaser full and complete access to accounts receivable arising after those records. Since the Interim Latest Success Balance Sheet Date, on the accounting records of the Company, are collectible Transferred Companies have not changed in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, any material respect any principle or practice with respect to the recordation of accounts receivable arising after or the Interim Balance Sheet Datecalculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the accounting records schedules or billing reports or in the Success Financial Statements and such additional accounts payable as are fairly reflected on the books of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of this Agreement, to the extent that any accounts receivable that existed prior to Transferred Companies on the Closing Date deemed to represent all accounts payable of the Transferred Companies. The Cash of the Transferred Companies shall not be uncollectable and therefore is deducted from less than Zero Dollars ($0.00) on the Purchase Price through the Net Adjustment Amount or any other adjustment Closing Date. Except as set forth in this on Section 3.12 of the Seller Disclosure Letter, none of the Medical Practices owes, or is owed, any amount, whether pursuant to a Prior Management Services Agreement and subsequently payment is made or otherwise, to or from any of the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the CompanyTransferred Companies.

Accounts Receivable; Accounts Payable. (a) The accounts receivable as are reflected on the Interim Balance Sheet Success Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies’ accounts receivable arising after receivable, net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the date thereof (a) have arisen from bona fide transactions entered into past practices employed by the Company involving the sale of goods or the rendering of services Transferred Companies in the Ordinary Course of Business; (b) constitute only valid, undisputed claims provided that no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the Company accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the Ordinary Course of Business and are not subject to claims of set-off defenses, deductions, set offs or other defenses or counterclaims counterclaims, other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject . The Transferred Companies maintain their accounting records in sufficient detail to a reserve for bad debts shown substantiate the accounts receivable reflected on the Interim Balance Sheet or, with respect Success Financial Statements and the books and records of the Transferred Companies and have given the Purchaser full and complete access to accounts receivable arising after those records. Since the Interim Latest Success Balance Sheet Date, on the accounting records of the Company, are collectible Transferred Companies have not changed in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, any material respect any principle or practice with respect to the recordation of accounts receivable arising after or the Interim Balance Sheet Datecalculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the accounting records schedules or billing reports or in the Success Financial Statements and such additional accounts payable as are fairly reflected on the books of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of this Agreement, to the extent that any accounts receivable that existed prior to Transferred Companies on the Closing Date deemed to represent all accounts payable of the Transferred Companies. The Cash of the Transferred Companies shall not be uncollectable and therefore is deducted from less than Zero Dollars ($0.00) on the Purchase Price through the Net Adjustment Amount or any other adjustment Closing Date. Except as set forth in this on Section 3.12 of the Seller Disclosure Letter, none of the Medical Practices owes, or is owed, any amount, whether pursuant to a Prior Management Services Agreement and subsequently payment is made or otherwise, to or from any of the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the CompanyTransferred Companies.

Accounts Receivable; Accounts Payable. (a) The Seller has previously supplied to the Buyer a true, correct and complete list of all of the accounts receivable of the Company and the Subsidiary, including an aging thereof, as of the Balance Sheet Date. All accounts receivable reflected on the Interim face of the Current Balance Sheet and the accounts receivable arising after the date thereof (arather than in any notes thereto) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, and/or on the accounting records of the Company have been determined or the Subsidiary, as the case may be, as of the date hereof (collectively, the "ACCOUNTS RECEIVABLE") (i) arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, (ii) are not subject to any valid set-off or counterclaim, (iv) do not 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, (v) are collectible in the ordinary course of business within no more than ninety (90) days of the date of invoice in the aggregate recorded amounts thereof, using normal collection procedures, net of the reserve for doubtful accounts and returns as set forth on the Current Balance Sheet, which reserve is adequate and was calculated in accordance with GAAP, consistently applied(vi) are not the subject of any actions or proceedings brought by or on behalf of the Company or the Subsidiary or by the account debtor, and (vii) have not been pledged as collateral by the Company or the Subsidiary or subject to normal year-end adjustments and any Liens. The Seller has no knowledge of any facts or circumstances generally that would be reasonably likely to result in any material increase in the absence uncollectability of disclosures normally made the Accounts Receivable in footnotesexcess of the reserves therefor set forth on the Current Balance Sheet. No account debtor Since the Balance Sheet Date, the Seller has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankruptnot accelerated, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of this Agreement, to the extent that any accounts receivable that existed prior to the Closing Date deemed to be uncollectable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in this Agreement and subsequently payment is made to has not permitted the Company with respect or the Subsidiary to such accounts receivableaccelerate, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to rate of collection of the Members within thirty (30) days of receipt by the CompanyAccounts Receivable.

Accounts Receivable; Accounts Payable. (a) The accounts receivable of the Heartland Companies, whether reflected on the Interim Balance Sheets or arising since the Interim Balance Sheet Date, (i) are reflected properly on the books and records of the accounts receivable arising after the date thereof Heartland Companies in all material respects, (aii) have arisen from bona fide transactions entered into by the Company involving the sale of and represent amounts receivable for goods actually delivered or the rendering of services actually provided in the Ordinary Course ordinary course of Business; business of a Heartland Company (bor, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) constitute only valid, undisputed claims of the Company are not subject to claims any material defenses, counterclaims or rights of set-off setoff (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other defenses similar Laws now or counterclaims other than normal cash discounts accrued hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company in its ordinary course of business, and (v) are fully collectible except, in the Ordinary Course case of Business; and (c) other than Retainage, or subject receivables arising prior to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, to the extent of the reserves set forth in the Interim Balance Sheets that have been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any account receivable reflected on the accounting books and records of the Company, are collectible in full within sixty (60) days after billingHeartland Companies. The reserve for bad debts, if any, uncollectible items shown on the Interim Balance Sheet or, Sheets are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable arising after outstanding as of May 31, 2022, together with the Interim Balance Sheet Dateaging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, on modify or otherwise change the accounting records payment terms or amount of any outstanding account receivable. None of the accounts receivable of any Heartland Company have been determined in accordance with GAAP, consistently applied, subject assigned or pledged to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankruptother Person, and no account receivable is pledged further goods are required to any third party. Notwithstanding be provided and no further services are required to be rendered in order to complete the foregoing or any other provision of this Agreement, sales and fully render the services so as to entitle a Heartland Company to collect the extent that any accounts receivable that existed prior to the Closing Date deemed to be uncollectable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in this Agreement and subsequently payment is made to the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the Companyfull.

Accounts Receivable; Accounts Payable. (a) The accounts receivable of the Heartland Companies, whether reflected on the Interim Balance Sheet or arising since the Interim Balance Sheet Date, (i) are reflected properly on the books and records of the accounts receivable arising after the date thereof Heartland Companies in all material respects, (aii) have arisen from bona fide transactions entered into by the Company involving the sale of and represent amounts receivable for goods actually delivered or the rendering of services actually provided in the Ordinary Course ordinary course of Business; business of a Heartland Company (bor, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) constitute only valid, undisputed claims of the Company are not subject to claims any material defenses, counterclaims or rights of set-off setoff (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other defenses similar Laws now or counterclaims other than normal cash discounts accrued hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company in its ordinary course of business, and (v) are fully collectible except, in the Ordinary Course case of Business; receivables arising prior to the Interim Balance Sheet Date, to the extent of the reserves set forth in the Interim Balance Sheet that have been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any account receivable reflected on the books and (c) other than Retainage, or subject to a records of the Heartland Companies. The reserve for bad debts uncollectible items shown on the Interim Balance Sheet or, are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable arising after outstanding as of May 31, 2022, together with the Interim Balance Sheet Dateaging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, on modify or otherwise change the accounting records payment terms or amount of any outstanding account receivable. None of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the any Heartland Company have been determined in accordance with GAAP, consistently applied, subject assigned or pledged to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankruptother Person, and no account receivable is pledged further goods are required to any third party. Notwithstanding be provided and no further services are required to be rendered in order to complete the foregoing or any other provision of this Agreement, sales and fully render the services so as to entitle a Heartland Company to collect the extent that any accounts receivable that existed prior to in full. (b) Section 3.14(b) of the Closing Date deemed to be uncollectable Disclosure Schedules sets forth the total amount of accounts payable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in this Agreement notes payable by Heartland Companies outstanding as of May 31, 2022 All accounts payable and subsequently payment is made to the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt notes payable by the Company.Heartland Companies to third parties arose in the ordinary course of business or otherwise represent amounts payable in respect of other bona fide business transaction, and there is no such account payable or note payable that is past due according to its terms, except those contested in good faith. Section 3.15