Closing Date Current Liabilities means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): all subscriber prepayments and deposits with respect to services to be provided by the Companies, all of the Companies’ trade payables and all accounts payable relating to the Rebuild of the San Xxxx System and all accrued expenses of the Companies (including, without limitation, (i) franchise and copyright fees, utility charges, Taxes, and assessments levied against the Companies’ assets, property and equipment rentals and similar items, (ii) any management bonuses and any retention or sale bonuses payable in connection with the Transactions and set forth on Schedule 1.1(p) (to the extent not paid prior to the Closing), (iii) accrued expenses relating to the Rebuild of the San Xxxx System, and (iv) any Liability of the Companies for fees or commissions to any broker, finder or agent with respect to the Transactions (to the extent not paid prior to the Closing)); provided that Closing Date Current Liabilities will not include (i) any pre-petition liabilities of the Cable Venture, which if not satisfied prior to the Closing shall be satisfied pursuant to the Plan from the Sellers Escrow Account (as hereinafter defined) or otherwise discharged without liability of the Buyer or the Companies, (ii) any Affiliate Liabilities, all of which shall be satisfied pursuant to Section 7.19, (iii) any Deferred Revenues or deferred Tax liabilities, (iv) any Excluded Liabilities; (v) any Indemnified Tax Liabilities of the Companies other than accruals, in accordance with GAAP, for Taxes incurred in the ordinary course of operations consistent with past practice for any tax period or portion of any tax period ending on or prior to the day preceding the Closing Date; (vi) any withholding tax payable with respect to pre-petition programming payment obligations of the Companies, (vii) any accrual of payments with respect to the Pole Attachment Agreements in excess of the actual amount payable by the Companies under the current terms of the Pole Attachment Agreements, or (viii) any rejection damage claim relating to an executory contract that the Buyer has requested be rejected by the Cable Venture.
Closing Date Current Liabilities means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): all subscriber prepayments and deposits with respect to services to be provided by the Companies, all of the Companies’ trade payables and all accounts payable relating to the Rebuild of the San Juan System and all accrued expenses of the Companies (including, without limitation, (i) franchise and copyright fees, utility charges, Taxes, and assessments levied against the Companies’ assets, property and equipment rentals and similar items, (ii) any management bonuses and any retention or sale bonuses payable in connection with the Transactions and set forth on Schedule 1.1(p) (to the extent not paid prior to the Closing), (iii) accrued expenses relating to the Rebuild of the San Juan System, and (iv) any Liability of the Companies for fees or commissions to any broker, finder or agent with respect to the Transactions (to the extent not paid prior to the Closing)); provided that Closing Date Current Liabilities will not include (i) any pre-petition liabilities of the Cable Venture, which if not satisfied prior to the Closing shall be satisfied pursuant to the Plan from the Sellers Escrow Account (as hereinafter defined) or otherwise discharged without liability of the Buyer or the Companies, (ii) any Affiliate Liabilities, all of which shall be satisfied pursuant to Section 7.19, (iii) any Deferred Revenues or deferred Tax liabilities, (iv) any
Closing Date Current Liabilities means, with respect to the Assumed Liabilities, those liabilities which under GAAP are classified as current liabilities as of the Closing Date, including the Closing Date Vacation Liability and including the Transferred Transition Cost Liability (even though it would not otherwise be treated as a current liability under GAAP), except however that any amounts for the following liabilities shall not be included as current liabilities for purposes of the definition "Closing Date Current Liabilities": (i) the Closing Date Pension Liability, (ii) the Pension Cash-Out Payment and (iii) any accruals for warranty expense. For purposes of clarity, the following are not Assumed Liabilities and thus are not to be considered Closing Date Current Liabilities: (i) those liabilities accrued by Seller for periods during Seller's fiscal 1998 for benefits owed to Transferred Employees for Profit Sharing, Christmas Bonus or Stock Purchase Plan and (ii) any "inter-company " or "trade" payables for services or products purchased from internal or external suppliers.
Examples of Closing Date Current Liabilities in a sentence
The Closing Date Current Liabilities as set forth in Schedule 3.22(b) did not include the TEAM Trust liabilities or any related disclosures.
Notwithstanding anything in this Agreement to the contrary, any accounts payable accrued by a Group Company in respect of an Indemnified Matter and reflected in an Applicable Escrow Portion will not be included in Closing Date Current Liabilities.
Schedule 1.3(b) accurately sets forth the Closing Date Current Assets and Closing Date Current Liabilities of the Corporation.
Closing Date Current Assets and Closing Date Current Liabilities.
The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Effective Date in excess of the amount of any reserve for taxes included in Closing Date Current Liabilities.
More Definitions of Closing Date Current Liabilities
Closing Date Current Liabilities. (i) the Closing Date Pension Liability, (ii) the Pension Cash-Out Payment and (iii) any accruals for warranty expense. For purposes of clarity, the following are not Assumed Liabilities and thus are not to be considered Closing Date Current Liabilities: (i) those liabilities accrued by Seller for periods during Seller's fiscal 1998 for benefits owed to Transferred Employees for Profit Sharing, Christmas Bonus or Stock Purchase Plan and (ii) any "inter-company " or "trade" payables for services or products purchased from internal or external suppliers.
Closing Date Current Liabilities shall have the meaning provided in Section 1.03(a)(iii).
Closing Date Current Liabilities means, as of the Closing Date, the current liabilities of the Company on the Closing Date Balance Sheet, in the categories to be agreed upon by the parties on or prior to Closing, determined in accordance with GAAP, consistently applied, except that (y) amounts due to any Affiliate of the Company shall be excluded, and (z) debit balances in "Accounts Payable" shall be classified as "Accounts Receivable."
Closing Date Current Liabilities means current liabilities of the Partnerships as of the Closing Date determined in accordance with GAAP.
Closing Date Current Liabilities of the Group Companies shall mean the aggregate amount of current liabilities as adjusted, if applicable, pursuant to Section 11.6(a) (excluding Closing Indebtedness, Transaction Expenses, and current or deferred Tax liabilities other than sales Tax liabilities) of the Group Companies and their Subsidiaries (taken together) as of 12:01 a.m. Pacific time on the Closing Date determined in accordance with S ection 2.8(f).
Closing Date Current Liabilities of the Group Companies shall mean the aggregate amount of current liabilities as adjusted, if applicable, pursuant to Section 11.6(a) (excluding Closing Indebtedness, Transaction Expenses, and current or deferred Tax liabilities other than sales Tax liabilities) of the Group Companies and their Subsidiaries (taken together) as of 12:01 a.m. Pacific time on the Closing Date determined in accordance with Section 2.8(f).
Closing Date Current Liabilities means all trade payables and other items that would be included as current liabilities on a balance sheet of any of the Companies as of the close of business immediately prior to the Closing Date prepared in accordance with GAAP, excluding, however, (1) one-half of bonuses payable to senior management of MCC and TMI, up to a maximum exclusion of $45,000.00, and the payroll taxes relating to the excluded amount of such bonuses, (2) one-half of MCC's legal fees incurred in connection with the transactions contemplated by this Agreement up to a maximum exclusion of $15,000.00, (3) all Closing Date Debt, and (4) any unearned subscription revenue and related accrued expenses arising in the ordinary course of the Business consistent with past practices ("Subscription Liabilities").