Working Capital Assets. (1) No adjustment shall be made for any accounts receivable relating to the Managed Waterpark and Amusement Attractions for 2016 or earlier; provided, however, that the Seller Parties shall be entitled to any such accounts receivable for a Managed Waterpark and Amusement Attraction if, when and to the extent payment therefor is actually received. The Attractions Purchaser shall use commercially reasonable efforts to collect such accounts receivable on behalf of the Seller Parties following Closing to the extent the same are not received by the applicable Seller Party prior to Closing and shall remit any such payments actually collected to the Company promptly following receipt thereof; provided, however, that the Attractions Purchaser shall not have any obligation to commence any legal action or proceeding to collect such accounts receivable on behalf of the Seller Parties; provided further that the Seller Parties shall have the right to pursue any legal action, proceeding or remedy to collect such accounts receivable.
(2) The Attractions Purchaser Closing Cash Consideration shall be increased by an amount equal to the Seller Parties’ aggregate accounts receivable as of the Closing Date relating to the Managed Waterpark and Amusement Attractions, as determined in accordance with GAAP, which pertain to the revenue that is or will be recognized in accordance with GAAP after December 31, 2016.
(3) Schedule (c)(iii)(3) attached hereto sets forth a list of all customer deposits or prepaid or deferred revenues that relate to the period following the Closing Date for season passes, concession fees and rentals, equipment rentals, or other prepaid revenues, rents and fees with respect to the Managed Waterpark and Amusement Attractions (the “Deferred Revenue Liabilities”). No later than three Business Days prior to the anticipated Closing Date, the Seller Parties shall deliver to the Attractions Purchaser an updated version of this schedule, which shall provide the Seller Parties’ best estimates of the Deferred Revenue Liabilities as of the Closing Date. The Attractions Purchaser Closing Cash Consideration shall be decreased by the aggregate amount of all Deferred Revenue Liabilities.
(4) No purchase price adjustment shall be made for Goods and Inventory relating to the Managed Waterpark and Amusement Attractions; provided, however, that if the Closing occurs after December 31, 2016, the Attractions Purchaser Closing Cash Consideration shall be increased by an amoun...
Working Capital Assets. (a) All of the Company’s accounts and notes receivable represent amounts receivable for products actually delivered or services actually provided (or, in the case of non-trade accounts or notes represent amounts receivable in respect of other bona-fide business transactions), have arisen in the ordinary course of business and have been or will be billed and are generally due within 30 days after such billing. All such accounts and notes receivable included in the Acquired Assets (the “Acquired Receivables”) are and will be fully collectible within not more than 90 days following the Closing Date, except to the extent of a reserve in an amount not in excess of the reserve for doubtful accounts reflected on the Balance Sheet.
(b) Except as set forth on Schedule 3.11.1, since the Balance Sheet Date, there have not been any write-offs as uncollectible of the Company’s accounts receivable, except for write-offs in the ordinary course of business consistent with past practice and not in excess of $10,000 in the aggregate. Schedule 3.11.2 of the Disclosure Schedules sets forth (a) the total amount of accounts receivable of the Company outstanding as of the Balance Sheet Date and (b) the agings of such accounts receivable based on the following schedule: 0-30 days, 31-60 days, 61-90 days, and over 90 days, from the date of invoice.
(c) Except as disclosed on Schedule 3.11.3, (i) all of the inventories of the Company, including that reflected in the Balance Sheet, are valued at the lower of cost or market, the cost thereof being determined on a first-in, first-out basis, except as disclosed in the Balance Sheet; (ii) all of the inventories of the Company reflected in the Balance Sheet and all inventories acquired since the Balance Sheet Date consist of items that are marketable and fit for their particular use, are not defective and are of a quality and quantity usable and saleable in the ordinary course of the Company’s business within a reasonable period of time and at normal profit margins, and all of the raw materials and work in process inventory of the Company reflected on the Balance Sheet and all such inventories acquired since the Balance Sheet Date can reasonably be expected to be consumed in the ordinary course of business within a reasonable period of time; and (iii) none of the inventory of the Company is obsolete or slow moving.
Working Capital Assets. All of the outstanding accounts and notes receivable of any Transferred Company have arisen in the ordinary course of business in connection with bona-fide business transactions, the amounts of accounts and notes receivable reflected in the Financial Information were recorded in accordance with GAAP consistently applied, and the inventory owned by any of the Transferred Companies that has not been written off has been valued in accordance with GAAP consistently applied.
Working Capital Assets. All of the outstanding accounts and notes receivable of any Seller Entity have arisen in the ordinary course of business in connection with bona-fide business transactions, and the amounts of accounts and notes receivable reflected in the Year-End Financial Statements were recorded in accordance with GAAP consistently applied.
Working Capital Assets all (i) work-in-process, (ii) prepaid expenses associated with the Contracts, Office Leases, and Subsidiaries’ insurance policies, and (iii) accounts receivable related to the Purchased Business;
Working Capital Assets. Working Capital Assets shall comprise the aggregate of the following line items in the Company’s consolidation system, which is the source for the preparation of the Accounts: · Inventory (net of reserves) · Trade Debtors (net of reserves) · Other debtors (other than Northlands or any repayment or refund from a Tax Authority in respect of UK corporation tax), to the extent not included in the calculation of the Actual Net Debt Amount or the Estimated Net Debt Amount · Prepayments · Northlands
Working Capital Assets. All Working Capital Assets, including (i) any prepaid items that are Related to the Business; (ii) all accounts, notes and other receivables Related to the Business; and (iii) all Inventory (as defined in Section 5.24) Related to the Business.
Working Capital Assets. The term “Working Capital Assets” shall mean shall mean all current assets of the Company as of the Closing Date, determined in accordance with the methodology specified in Schedule 1.10(a) attached hereto and, to the extent not specified therein, in accordance with GAAP applied on a consistent basis.
Working Capital Assets. To the extent not already included as Business Assets under this Section 2.01(a), all Assets and Properties of any Asset Seller or Business Subsidiary reflected in the calculation of the Final Working Capital. The Asset Sellers agree to confirm the sale of the Business Assets on the Closing Date by the execution and delivery to Purchasers, on the Closing Date, of the Assignment Instruments.
Working Capital Assets. Working Capital Assets shall comprise the aggregate of the following line items in the Company's consolidation system, which is the source for the preparation of the Accounts: o Cash at bank o Trade Debtors o Other Debtors o Prepayments o VAT recoverable
