Delivery of Accounts Report. Two (2) to five (5) Business Days prior to the Closing, the Sellers shall deliver to the Buyer a report, broken out for each Seller, reflecting the Sellers' good faith estimate of all of the Accounts Receivable and the Accounts Payable as of the Closing Date (the "Accounts Report"). The Accounts Report shall (i) identify the dollar amount of each Account Receivable and Account Payable, (ii) identify an aggregate dollar amount of (A) (w) 0.95 times the Non-Past Due Receivables, (x) 0.85 times the 30 Day Receivables, (y) 0.50 times the 31 to 60 Day Receivables and (z) 0.10 times the Over 60 Day Receivables, minus (B) the Accounts Payable, (iii) identify the entity to which each Account Receivable and Account Payable pertains, (iv) exclude Accounts Receivable due to any of the Seller Parties from, and Accounts Payable by any of the Sellers to, any of the other Seller Parties or from any Affiliate of the Seller Parties (which Accounts Receivables and Accounts Payable shall be written off and cancelled as of the Closing) and (v) include an aging schedule for each Account Receivable reflecting, as of the Closing Date, the aggregate amount of the Accounts Receivable outstanding that: (A) would not be past due (the "Non-Past Due Receivables"); (B) would be past due 30 days or fewer (the "30 Day Receivables"); (C) would be past due at least 31 days but no more than 60 days (the "31 to 60 Day Receivables"); and (D) would be past due more than 60 days (the "Over 60 Day Receivables"). The aggregate dollar amount of the Accounts Receivable evidenced on the Accounts Report minus the Accounts Payable evidenced on the Accounts Report shall be referred to herein as the "Accounts Amount." (b)
Delivery of Accounts Report. Two (2) Business Days prior to the Closing, the Sellers shall deliver to the Buyer a report reflecting the Sellers' good faith estimate of all of the Accounts Receivable and the Accounts Payable as of the Closing Date (the "Accounts Report"). The Accounts Report shall (i) identify the entity to which each Account Receivable and Account Payable pertains, (ii) exclude Accounts Receivable due to any of the Sellers from, and Account Payable owed by any of the Sellers to, any of the other Sellers or from any Affiliate of any of the Sellers and (iii) include an aging schedule for each Account Receivable reflecting, as of the Closing Date, the aggregate amount of the Accounts Receivable outstanding that: (A) would not be past due; (B) would be past due 30 days or fewer; (C) would be past due at least 31 days but no more than 60 days; (D) would be past due at least 61 days but no more than 90 days; and (E) would be past due more than 90 days. The aggregate dollar amount of the Accounts Receivable and Accounts Payable as evidenced on the Accounts Report shall be determined in a manner consistent with the past practices used in the preparation of the Financial Statements and the aggregate dollar amount of the Accounts Receivable minus the aggregate dollar amount of Accounts Payable shall be referred to herein as the "Accounts Amount."
