For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

Accounts Receivable. Sellers have made available to Purchaser a materially complete and accurate list, subject to contractual adjustments, as of the date of the Latest Balance Sheet, of the Accounts Receivable, including an aging of all Accounts Receivable showing amounts due in 30-day aging categories. Sellers have provided reserves for Accounts Receivable (the “Seller Reserves”) in accordance with GAAP and Sellers’ accounting policies as consistently applied in the Ordinary Course of Business by Sellers, in all material respects. On the Closing Date, Sellers will deliver to Purchaser a materially complete and accurate list, as of a date within five (5) days of the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from bona fide business transactions in the Ordinary Course of Business and do not represent obligations for goods sold on consignment, on approval or on a sale-or-return

Accounts Receivable. The accounts receivable reflected on the Balance Sheet and the accounts receivable arising after the date thereof have arisen from bona fide transactions entered into by the Company and its Subsidiaries involving the sale of goods or the rendering of services in the Ordinary Course of Business. Except as set forth on [Section 4.22] of the Company Disclosure Schedule, none of the accounts receivable reflected on the Balance Sheet, and none of the accounts receivable arising after the date thereof, has been assigned or otherwise sold to any Person and neither the Company nor any of its Subsidiaries has discharged the obligor thereunder other than upon such obligor making payment in full of all amounts due under each such receivable subject to normal cash discounts accrued in the Ordinary Course of Business. The reserve for bad debts shown on the Balance Sheet has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Accounts Receivable Reports. Within fifteen (15) days following the end of any month in which any funds are advanced on the line of credit, Borrower shall furnish to Lender a listing of all trade accounts receivable from U.S. operations with ageing, such listings to be as of the close of business at the end of such calendar month. Such listings shall include customer name, address, invoice number, date of invoice and amount owing thereon. Borrower additionally shall provide a borrowing base compliance report outlining the information required by paragraph 2.01 above. Such report shall be signed by the Chief Financial Officer of Borrower.

Accounts and Notes Receivable. Buyer has no accounts or notes receivable as of the date of this Agreement.

Non-Governmental Accounts Receivable. To collect and receive in Provider’s name and on Provider’s behalf, all payments from all accounts receivable that are not Government Receivables, and to take such measures as Manager determines are reasonable and appropriate to require the payment of such accounts including, but not limited to: # extending the time of payment of any such accounts for cash, credit or otherwise; # discharging or releasing the obligors of any such accounts; # assigning or selling at a discount such accounts to collection agencies; and # instituting any action, legal or otherwise, to enforce collection of such accounts.

materially change any of the Company’s or its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; or

Inventory. Upon the early termination of this Agreement, Surface and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that # Surface pays Harbour the applicable running royalty or other amounts due on such sales of Licensed Products in accordance with the terms and conditions of this Agreement, and # Surface and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within ​ after the effective date of termination.

Seller shall have the right, but not the obligation, to sell Inventory to the Partnership or its Affiliates in connection with the exercise of any option contemplated by this Agreement, at the Option Closing, pursuant to the terms hereof.

Inventory. The inventory shown included in the Closing Net Working Capital is of a quantity and quality # suitable for use in the Ordinary Course of Business in the case of raw materials, suppliers' products and semi-finished products, and # saleable in the Ordinary Course of Business in the case of finished goods to the extent that reserves are not recorded on the inventory in the Closing Net Working Capital.