Acquisition Liabilities definition

Acquisition Liabilities means any current liabilities of the Acquired Companies or amounts recorded in contra accounts to current assets by the Acquired Companies, including accrued expenses and contra accounts to accounts receivable, in each case to the extent relating to accounts receivable that the Acquired Companies are responsible for collecting pursuant to the terms of the agreements and corresponding sections set forth on Schedule 1.2(b) on behalf of the seller parties identified in such agreements.
View Source
Acquisition Liabilities means liabilities in connection with any Acquisition to the extent that, if consummated by a Borrower, is a Permitted Acquisition or is otherwise permitted under this Agreement or, if consummated directly by Holdings, does not violate this Agreement, including, without limitation, in respect of seller notes, earn outs and similar obligations.
View Source
Acquisition Liabilities means the sum of (x) the outstanding balance of all Acquisition Loans as of the Put/Call Closing Date and (y) the sum of all Deferred Acquisition Consideration Liabilities for all Company Acquisitions (net of any cash reserve associated with such liabilities as described in Section 3.6(b)) as of the Put/Call Closing Date; provided, however, for purposes of calculating the Final Class B Payment, the Final Class C Payment or the Third True-Up Payment, the Deferred Acquisition Consideration Liabilities in clause (y) shall be measured as of December 31 of YP+1, but shall add back to such amount any payments of deferred acquisition consideration actually made between the Put/Call Closing Date and December 31 of YP +1 to the extent such payments were satisfied by a source other than the associated cash reserve.
View Source

Examples of Acquisition Liabilities in a sentence

  • If there are any Pre- Acquisition Assets remaining after the Pre- Acquisition Liabilities have been fully settled in accordance with this Section 6.10, the use of such remaining Pre- Acquisition Assets shall be determined by a committee of the Purchaser Board (the “Kaixin Assets Committee”) at its sole discretion with the full authorization from the Purchaser Board.

  • All obligations of the Buyer hereunder or arising in connection therewith (the "Utility Acquisition Liabilities" or "UA Liabilities") shall be limited and special obligations of the Buyer, payable solely from the Net Revenues, junior and subordinate to the outstanding Bonds of the Authority.

  • If and to the extent that the foregoing indemnification is unenforceable for any reason, Indemnifying Parties shall make the maximum contribution to the payment and satisfaction of such Acquisition Liabilities that shall be permissible under applicable law.