Closing Current Liabilities definition

Closing Current Liabilities means, in each case as determined as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the current Liabilities of the Business that are specifically listed by type as set forth in Section 1.01(c)-2 of the Disclosure Letter, calculated in accordance with the Purchase Price Calculation/Accounting Principles or, with respect to Taxes, the Tax Allocation Principles.
Closing Current Liabilities has the meaning set forth in Section 2.1.
Closing Current Liabilities means the current liabilities of the Company as of the Closing, calculated in accordance with GAAP (but not taking into account the Company Promissory Notes (as defined below)). Closing Current Assets and Closing Current Liabilities shall be determined by the Purchaser in good faith at the time of the Closing and shall be conclusive.

Examples of Closing Current Liabilities in a sentence

  • In the event that Seller notifies Purchaser of objections to the Current Liabilities Report within the Current Liabilities Objection Period, Purchaser and Seller shall either agree upon Closing Current Liabilities or instruct the Accountant to make a determination ("Accountant's Current Liabilities Report") of the Closing Current Liabilities within 20 days after delivery of such instructions, whereupon the Accountant shall deliver the Accountant's Current Liabilities Report to Purchaser and Seller.

  • Once selected, the first three External Reviewers are deemed to form an ‘External Review Panel’.For the Novo Banco External Review the External Review Panel comprised Adrian Beltrami and Mark Hapgood, both Queen’s Counsel with considerable experience in derivatives litigation; and Sir Bernard Rix (chairman), a retired Lord Justice of Appeal and an arbitrator and mediator.

  • Within 45 days after Closing, Purchaser shall deliver to the Selling Group a report (the "Current Liabilities Report"), showing in detail its final determination of Closing Current Liabilities, together with any documents substantiating the Current Liabilities Report.

  • In the event that Seller notifies Purchaser of objections to the Accountant's Current Liabilities Report, Purchaser and Seller shall instruct the Accountant to deliberate with Seller's Accountant and make a final and binding determination of the Closing Current Liabilities acceptable to Seller's Accountant ("Adjusted Accountant's Current Liabilities Report").

  • DOI is updating this system of records notice (SORN) to update the system location, system manager, categories of records, records source, records retrieval, records retention and disposal, and safeguards; propose new and modified routine uses; and provide general updates to remaining sections to accurately reflect management of the system of records.


More Definitions of Closing Current Liabilities

Closing Current Liabilities means the amount of the current liabilities of the Company in the liability categories set forth on Exhibit C, as of the Closing, as determined in accordance with GAAP. “Closing Current Liabilities” shall exclude (a) Company Expenses, (b) Company Debt and (c) Employee Obligations.
Closing Current Liabilities means Current Liabilities as of the Adjustment Time, determined in accordance with Section 2.4(e).
Closing Current Liabilities means all current liabilities of the Group Companies as of immediately prior to the Closing, as determined on a consolidated basis in accordance with GAAP.
Closing Current Liabilities means the aggregate amount, as of the Valuation Time, of all (i) accounts payable and (ii) other current liabilities, that are included in the Total Subject Liabilities and the Amicon Companies Liabilities, computed in accordance with Section 4.03.
Closing Current Liabilities means the accounts payable and other current liabilities of the Company as of the Closing Date, determined in accordance with Company FRS and, to the extent not inconsistent with Company FRS, on the basis of the same accounting principles, policies, methods and procedures, consistently applied, as those used in the Most Recent Balance Sheet; provided that Closing Current Liabilities shall exclude any items included within the determination of: (i) Transaction Expenses; (ii) Closing Indebtedness; (iii) any Tax liabilities and/or (iv) any amount taken into account in the calculation of the Closing Payment Amount pursuant to clauses (i) - (vi) or clauses (viii) - (xi) of such definition. “Closing Date” means the date on which the Closing occurs. “Closing Indebtedness” means all Indebtedness of the Company as of the Closing Date (but before taking into account the consummation of the Transactions), including related party debt owed by the Company and, without duplication, with respect to any indebtedness for borrowed money of the Company, the aggregate unpaid principal amount thereof, and the aggregate amount of any accrued but unpaid interest thereon (including the CLA Interest), and all fees, prepayment penalties, premiums or other similar amounts that have been incurred or would be required to be incurred or paid in connection with the repayment thereof on or prior to the Closing Date. 7
Closing Current Liabilities mean Liabilities from the operations of the Business incurred in the Ordinary Course as of the Closing Date. "Collateral Documents" mean the Noncompetition Agreement, Escrow Agreement and any other documents, instruments and certificates to be executed and delivered by the Parties hereunder or thereunder. "Committed Member Residence" has the meaning assigned to it in the NRTC Distribution Agreement. "Confidentiality Agreement" means that certain Confidentiality Agreement dated May 24, 1996 between Purchaser and Xxxxxxx & Associates, L.P. "DSS System" means the satellite receiving system for DIRECTV consisting of an eighteen inch satellite antenna dish, an integrated receiver decoder and a remote control. "Employee Benefit Plan" means any: (a) nonqualified deferred compensation or retirement plan or arrangement that is an Employee Pension Benefit Plan; (b) qualified defined contribution retirement plan or arrangement that is an Employee Pension Benefit Plan; (c) qualified defined benefit retirement plan or arrangement that is an Employee Pension Benefit Plan (including 5
Closing Current Liabilities means the combined Liabilities of FCR and its Subsidiaries as determined to be current in accordance with GAAP as of 11:59 P.M. on the Business Day immediately prior to the Closing Date, adjusted solely to (x) exclude (i) FCR Indebtedness and (ii) FCR Transaction Expenses and (y) include any Tax liabilities (other than income Tax liabilities).