NOW, THEREFORE, the parties agree, taking into account the mutual pacts and agreements set out in them, and for other good and valuable considerations whose receipt and sufficient are here to be recognized, the parties agree: 4.10[claims; Supplies and supplies. The Company`s claims are valid and genuine, are the result exclusively of good faith sales and deliveries of goods, provision of services or other formal transactions and are not subject to valid defence, compensation or counter-claim. Recovery losses related to such receivables, which are contained in the company`s accounts, have been determined in accordance with GAAP and are consistent with current practice. Inventories in the entity`s latest balance sheet as of the date of this balance sheet do not include items that are not valuable or for sale in the ordinary management of the business, or that are out of date or settled items. These stocks were taken into account in the most recent balance sheet at a lower cost or market value (taking into account their use or valuation) in accordance with GAAP. Since the date of the most recent balance sheet, inventories of raw materials, supplies and products have been purchased by the company in due form and the volume of purchases and orders has not been changed in anticipation of transactions under this agreement. The seller is not aware of conditions that have a significant impact on the supply of materials or products available to the company and, to the seller`s knowledge, the conclusion of the proposed transactions will not have a negative effect on such delivery. Machines and facilities that are owned or leased and are used in the Company`s operations are in good working order, have been properly maintained and repaired to preserve their usefulness and value, and are reflected in the financial statements in accordance with GAAP.] 2.1. Purchase and sale. Subject to the terms and conditions of this Agreement, at the conclusion (as defined in Section 3.1), the seller will sell to the buyer, and the buyer will purchase from the seller all rights, titles and interest on and on the shares, free and free of all links. This definition is part of the non-competitive part of the agreement. A lawyer can help you adjust the definition of the company`s operations so that the “non-compete clause” clause prohibits applicable conduct.