Accounts Receivable and Payable. The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. Except as set forth on Schedule 5(g), no accounts payable of the Company are, at this date, over 45 days old and no accounts payable of the Company will be over 45 days old at the Closing Date.
Accounts Receivable and Payable. The accounts receivable outstanding as of the date of the Interim Financial Statements are, and the accounts receivable of the Company outstanding as of the Closing Date will be, (i) valid and genuine accounts receivable arising only out of bona fide sales and delivery of goods, performance of services and other business transactions in the ordinary course of the Company's business consistent with past practice; (ii) subject to no asserted defenses, counterclaims or rights of setoff, and (iii) except as set forth on SCHEDULE 2.19, collectible within sixty (60) days after billing at the full recorded amount thereof less the recorded allowance for doubtful accounts reflected on the Interim Financial Statements. Except as set forth on SCHEDULE 2.19, no accounts payable of the Company are, as of the date of this Agreement, over thirty (30) days old.
Accounts Receivable and Payable. Subject to any reserves set forth in the Interim Balance Sheet, all accounts receivable of the Company shown on the Interim Balance Sheet and all accounts receivable of the Company arising from and after the date of the Interim Balance Sheet and to including the Closing Date, are valid receivables subject to no setoffs or counterclaims, represent and will represent bona fide claims against debtors for sales and other charges, and are not subject to discount except for normal cash and immaterial trade discounts. The amount carried for doubtful accounts and allowances disclosed in the Interim Balance Sheet are sufficient to provide for any losses which may be sustained on realization of the receivables. The amounts carried as reserves for expenses, including all expenses for services rendered and goods purchased, and warranty claims on the Interim Balance Sheet are sufficient for the payment of (a) expenses incurred prior to the Closing Date, other than Transaction Expenses, (b) current warranty claims and (c) warranty claims which arise prior to twelve (12) months from the date of the Interim Balance Sheet. There are no unpaid invoices or bills representing amounts alleged to be owed by the Company, or other alleged obligations of the Company, which the Company has disputed or determined to dispute or refuse to pay.
Accounts Receivable and Payable. As soon as available and in any event within 45 days after the end of each fiscal quarter, an aged trial balance of all then-existing Receivables and all then existing accounts payable of each Loan Party, provided, however, that, with respect to Receivables of the Borrower or an Operating Subsidiary collected by Sprint PCS, the Borrower may promptly deliver to the Administrative Agent a copy of the information relating thereto delivered by Sprint PCS to the Borrower or such Operating Subsidiary and such delivery shall satisfy the requirements of this clause (s) relating to such Receivables;
Accounts Receivable and Payable. (a) All accounts receivable of the Company Group reflected on the Financial Statements, and all accounts receivable arising subsequent to the date thereof, represent valid obligations arising from services actually performed by the Company Group in the ordinary course of business consistent with past practice. The accounts payable of the Company reflected on the Financial Statements, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in the ordinary course consistent with past practice.
Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Accounts Receivable”), on a country-by-country basis, prior to the applicable Transfer Approval Date shall remain the property of Merck Serono or its Affiliates and shall be [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. collected by Merck Serono or its Affiliates subsequent to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such payment, remit the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin.
Accounts Receivable and Payable. The Company shall not accelerate the collection of its accounts receivable or delay the payments of its accounts payable or other Liabilities, in each case solely arising out of the operation of the Business in a manner which would be inconsistent with past practice.
Accounts Receivable and Payable. As soon as available and in any event within 45 days after the end of each fiscal quarter, an aged trial balance of all then-existing Receivables and all then existing accounts payable of the Borrower and its Subsidiaries;
Accounts Receivable and Payable. Subject to any reserves set forth in the Interim Balance Sheet, all accounts receivable of the Company and each of its Subsidiaries shown on the Interim Balance Sheet and, as of the Closing Date, all accounts receivable of the Company and each Company Subsidiary reflected on the books and records of the Company and Company Subsidiaries, are valid receivables subject to no setoffs or counterclaims, and represent and will represent bona fide claims against debtors for sales and other charges, and are not subject to discount except for normal cash and immaterial trade discounts and freight xxxx adjustments in the ordinary course of business consistent with past practice. The amounts carried for doubtful accounts and allowances disclosed in the Interim Balance Sheet are reasonably sufficient to provide for any losses which may be sustained on realization of the receivables based on historical averages for such losses or Knowledge of customer inability to pay. The amounts carried as reserves for expenses, including, without limitation, all expenses for services rendered and goods purchased, and revenue adjustments on the Interim Balance Sheets are sufficient, in all material respects, for the payment of (i) expenses incurred prior to the Closing Date, other than Transaction Expenses incurred by the Company or any Company Subsidiary (ii) current revenue adjustments and (iii) adjustments for billing corrections which arise prior to twelve (12) months from the date of the Interim Balance Sheet. There are no unpaid material invoices or bills representing amounts alleged to be owed by the Company or any Company Subsidiary, or other alleged obligations of the Company or any Company Subsidiary, which the Company or such Company Subsidiary, as the case may be, has disputed or determined to dispute or refuse to pay.
Accounts Receivable and Payable. Except for payments to the Shareholder or its Affiliates (other than the Company and the Subsidiaries), the Company and the Subsidiaries shall not, and the Shareholder shall not cause the Company or any Subsidiary to, accelerate the collection of its accounts receivable or delay the payments of its accounts payable or other Liabilities, in each case arising out of the operation of the Business in a manner which would be inconsistent with past practice.
