Closing Date Liabilities definition

Closing Date Liabilities means, as of any date, the General Account Reserves and other statutory liabilities relating to the Business, which shall be (a) estimated and reflected in the Closing Balance Sheet as of the last day of the second month preceding the month in which the Closing shall occur; and (b) subsequently adjusted and reflected in the Revised Closing Balance Sheet and Final Closing Balance Sheet as of 11:59 p.m. Eastern Time on the last day of the month immediately preceding the month in which the Closing Date falls. The Closing Date Liabilities shall be determined and reported in accordance with the methodology set forth on Exhibit C.

Closing Date Liabilities means all Liabilities of the Company (including those designated as Closing Date Liabilities under Sections 5.7(a) or 9.10), other than Retained Liabilities.

Closing Date Liabilities means any and all current and non-current Liabilities and Indebtedness of the Acquired Entities or otherwise related to the Plant as of the Closing Date.

Examples of Closing Date Liabilities in a sentence

• Seller shall remain fully responsible for any severance, benefits, costs or liabilities arising out of the termination by Seller of any of its employees, all of which liabilities shall constitute Closing Date Liabilities.

• Effective as of immediately prior to the Closing Date, the Shareholders hereby assume all Closing Date Liabilities in excess of the amounts set forth on the Estimated Closing Date Balance Sheet without further action by any Shareholder, the Company or any other Person.

• At the Closing Date, and after giving effect to the distribution of the Excluded Assets and the assumption of the Closing Date Liabilities pursuant to Section 4.7, all the properties, rights, privileges, powers, and franchises of the Company and the Acquiror shall vest in the Surviving Corporation, and all debts, liabilities, and duties of the Company and the Acquiror shall become the debts, liabilities, and duties of the Surviving Corporation.

• From and after the Closing, Seller will continue to use its best efforts to negotiate discounts with respect to all Closing Date Liabilities so that the Closing Date Liabilities shall be less than the Withheld Amount, if reasonably practicable.

• If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by the Acquiror out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders.

More Definitions of Closing Date Liabilities

Closing Date Liabilities means the aggregate amount of those liabilities of the Business on the Closing Date under the captions "Accrued Payroll and Related," "Accrued Royalties," "Deferred Revenue" and "Other Current Liabilities," as determined in a manner consistent with the Statement of Assets and Liabilities, in each case to the extent incurred solely by the Business, except that (A) all intercompany amounts shall be excluded and (B) no amounts shall be included in respect of Excluded Liabilities.

Closing Date Liabilities means the aggregate amount of those liabilities of the Company on the Closing Date under the captions “Accounts Payable,” “Accrued Online Expense,” “Accrued Payroll and Related,” “Due to Google,” “Accrued Taxes,” “Accrued Partner Payments,” “Accrued Marketing,” “Accrued Other,” “Deferred Revenue” and “Other Current Liabilities,” as determined in a manner consistent with the accounting practices used in preparing the Financial Statements attached hereto as Schedule 4.10(a), provided that (A) all intercompany amounts shall be excluded, and (B) no amounts shall be included in respect of liabilities retained by Seller or for which Seller indemnifies Purchaser, (C) Accrued Taxes shall exclude all Federal, state and local Income Taxes and shall include only current other Taxes that are due but not yet payable.

Closing Date Liabilities has the meaning set forth in Section 2.2(b) of the Agreement.

Closing Date Liabilities means the amount of the absolute value of those Assumed Liabilities as would be set forth on a balance sheet of the Business as of the Closing Date prepared in accordance with GAAP.

Closing Date Liabilities means the liabilities of the Company, MTR and MMP (other than for Funded Debt, liabilities with respect to program contract liabilities accruing after the Closing Date and liabilities with respect to trade and barter obligations arising after the Closing Date) whether or not disclosed on any Schedule hereto (A) as of the Closing Date; (B) for operations prior to the Closing Date; and (C) for all liabilities of any kind whatsoever under that certain Mutual Release dated as of January 1, 1997 and that certain Settlement Agreement dated as of January 17, 1997 (collectively the "Shareholder Settlement Agreements"). Except as otherwise provided in this Section 2.2(b), the Closing Date Liabilities shall be determined in accordance with GAAP consistently applied with prior periods, and shall be consistent with the books and records of the Company, MTR and MMP. The amount of cash, cash equivalents and cash items retained to cover the Closing Date Liabilities shall not be considered Excluded Assets.

Closing Date Liabilities has the meaning set forth in Section 2.2 hereof.

Closing Date Liabilities means the Liabilities as set forth on the Closing Date Balance Sheet.