Balance Sheet Assumed Liabilities Amount definition

Balance Sheet Assumed Liabilities Amount means the sum of all amounts reflected on the Closing Date Balance Sheet in respect of the Assumed Liabilities described in Section 4.1.2, (c) the term "Balance Sheet Purchased Assets Amount" means the sum of all amounts reflected on the Closing Date Balance Sheet in respect of Purchased Assets (net of any related accumulated depreciation or amortization), and (d) the term "Closing Date Balance Sheet" means the balance sheets of Sterling Software Inc.'s International Group and Asia Pacific Group as of the Closing Date, prepared from the books and records of such International Group and Asia Pacific Group, using the same accounting principles, policies, practices and procedures as are used in preparing the balance sheets of such International Group and Asia Pacific Group, consistently applied, which accounting principles, policies, practices and procedures are hereby represented and warranted by Seller to be in accordance with generally accepted accounting principles in the United States ("GAAP"). All accounts receivable of Seller or any Assigning Subsidiary existing as of the Closing shall be allocated, for purposes of determining whether they shall have arisen out of the conduct of the Business, on the one hand, or out of the conduct of any other business conducted by Seller or any of its affiliates, on the other hand, in the manner contemplated by the Distributor Agreement and otherwise consistently with the manner in which the related revenues shall have been allocated upon the inception or the most recent renewal or amendment, as the case may be, of the applicable Product Contract. Following Seller's delivery of the computation of the Net Book Value pursuant to this Section 3.1.3, Seller shall as promptly as practicable provide Purchaser with such information as it reasonably requests, and make available representatives of Seller knowledgeable with respect to the preparation of the Closing Date Balance Sheet, in order for Purchaser to satisfy itself as to the accuracy of the determination of the Net Book Value; provided, however, that Seller and its representatives shall be required to provide only such information as relates to Purchased Assets and/or Assumed Liabilities taken into account in determining Net Book Value.
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Balance Sheet Assumed Liabilities Amount has the meaning set forth in SECTION 2.03(A).
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Examples of Balance Sheet Assumed Liabilities Amount in a sentence

  • Based upon the Estimated Current Asset Amount and the Estimated Balance Sheet Assumed Liabilities Amount, the parties shall calculate an estimate of the Working Capital Amount as of the Closing Date (the "Estimated Working Capital Amount").

Related to Balance Sheet Assumed Liabilities Amount

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Off-Balance Sheet Obligation means, with respect to any Person, any Obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such Obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(h).

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

  • Off-Balance Sheet Obligations With respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

  • Interim Balance Sheet has the meaning set forth in Section 3.06.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Unaudited Interim Balance Sheet has the meaning set forth in Section 2.4(a) of this Agreement.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Reference Balance Sheet Date is defined in Section 3.5.

  • Company Balance Sheet Date means December 31, 2014.

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Balance Sheets shall have the meaning set forth in Section 5.7(a).

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.