Common use of Working Capital Assets Clause in Contracts

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in the ordinary course of business within a reasonable period of time; and (iii) none of the inventory of the Company is obsolete or slow moving.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. (a) All of the Company’s accounts and notes receivable of the Company (the “Current Receivables”) represent amounts receivable or payable 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)provided, have arisen in the ordinary course of business and have been or will be billed and are generally due within 30 sixty (60) days after such billing. All such accounts and notes receivable included Current Receivables are fully collectible in the Acquired Assets (the “Acquired Receivables”) are normal and will be fully collectible within not more than 90 days following the Closing Dateordinary course of business, except to the extent of a reserve in an amount not in excess of the reserve for doubtful accounts reflected on the Balance SheetSheet or the Closing Statement. (b) Except as set forth on Schedule 3.11.14.11.1 of the Disclosure Schedules, since the Balance Sheet DateDecember 31, 2014, there have not been any write-offs as uncollectible of the Company’s accounts receivableCurrent Receivables, except for write-offs in the ordinary course of business consistent with past practice and not in excess of $10,000 25,000 in the aggregate. Schedule 3.11.2 4.11.2 of the Disclosure Schedules sets forth (a) the total amount of accounts receivable of the Company Current Receivables outstanding as of the Balance Sheet Date February 28, 2015 and (b) the agings of such accounts receivable Current Receivables based on the following schedule: 0-30 days, 31-60 days, 61-90 days, days and over 90 days, from the date of invoice. (c) Except as disclosed on Schedule 3.11.34.11.3 of the Disclosure Schedules, (i) all of the inventories of the Company, including that those 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 after December 31, 2014 consist of items that are in good operating condition and 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 of the Company within a reasonable period one (1) year of time the Closing Date 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 after December 31, 2014, can reasonably be expected to be consumed in the ordinary course of business within a reasonable period one (1) year of time; the Closing Date, and (iii) none of the inventory of the Company is obsolete or slow movingmoving except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or on the accounting records of the Company as of the Closing Date and reflected in the Closing Statement.

Working Capital Assets. (a) All Except as set forth on Schedule 3.9 of the Company’s Disclosure Schedules, all of the accounts and notes receivable of the Business represent amounts receivable for products merchandise 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 business, are not subject to any defenses, counterclaims or offsets and have been or will be billed and are generally due within 30 thirty (30) days after such billing. All such accounts and notes receivable included receivables are fully collectible in the Acquired Assets (the “Acquired Receivables”) are normal and will be fully collectible within not more than 90 days following the Closing Dateordinary course of business, 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 3.9 of the Disclosure Schedules sets forth (a) the total amount of accounts receivable of the Company Business outstanding as of the Balance Sheet Date December 25, 2004 and (b) the agings of such accounts receivable receivables based on the following schedule: 0-30 days, 31-60 days, 61-90 days, and over 90 days, from the date of invoice. (cb) Except as disclosed on Schedule 3.11.3, (i) all All of the inventories of the CompanyBusiness, 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) . Except as disclosed on Schedule 3.9 of the Disclosure Schedules, all of the inventories of the Company Business 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 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 Business 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) . Except as disclosed on Schedule 3.9 of the Disclosure Schedules, none of the inventory of the Company Business is obsolete or slow moving. Schedule 3.9 of the Disclosure Schedules is a summary of the Business’ inventory of finished goods, work in process and raw materials as of December 25, 2004.