Closing Liabilities definition

Closing Liabilities mean all Liabilities of the Business as of the Closing Date that are Assumed Liabilities, calculated in accordance with the Accounting Principles.

Closing Liabilities means all liabilities of the Company as of the open of business on the Closing Date, including accounts payable, accrued Taxes and accrued expenses, Transaction Expenses and Indebtedness of the Company to the extent not paid or otherwise satisfied prior to or in connection with Closing, determined in accordance with GAAP, but excluding any Convertible Notes and accrued interest on those notes that will be converted into shares of Company Note Conversion Common Stock prior to Closing.

Closing Liabilities. All obligations, net of any amounts in escrow accounts to provide for any such obligations, of each of the Companies at the Closing Date that are or should be included as liabilities on the consolidated balance sheet of the Companies as of said date in accordance with generally accepted accounting principles in Argentina.

Examples of Closing Liabilities in a sentence

• Except for the Assumed Liabilities and the pre- Closing Liabilities included in the Indemnification Obligations, Purchaser shall not assume, and shall not be deemed to have assumed, any Liabilities or obligations related to the Purchased Assets for the period prior to the Closing (such pre-Closing Liabilities of Seller, other than the Assumed Liabilities and the pre-Closing Liabilities included in the Indemnification Obligations, collectively, the “Excluded Liabilities”).

• Figure 10: (a) Schematic of chemical machining process (b) Stages in producing a profiled cavity by chemical machining (Kalpakjain&Schmid) Chemical millingIn chemical milling, shallow cavities are produced on plates, sheets, forgings and extrusions.

• And a sixth time: As set forth in paragraph 28, approval for RWH to use its annual income or principal distributions from the perpetual trusts identified in paragraph 28 to satisfy the Outstanding Pre and Post Closing Liabilities on its behalf and cy pres approval to transfer such annual income distributions to SJHSRI after such RWH liabilities have been satisfied.

• Ilan, Privacy in M&A Transactions: Personal Data Transfer and Post Closing Liabilities, 10.11.2016, https://corpgov.law.harvard.edu/2016/11/10/privacy-in-ma-transactions-personal-data-transfer-and-post-closing- liabilities/#:~:text=M%26A%20transactions%20often%20involve%20the,contractors%2C%20suppliers%20and%20business%20partners, accessed: 21.04.2022.

• Not later than ninety (90) days following the Closing Date, Parent shall deliver or cause to be delivered to Seller a statement (the “ Closing Statement”) setting forth Parent’s good faith calculation of the Merger Consideration, which shall set forth in reasonable detail its good faith calculations, as of the Closing, of (i) Cash, (ii) Closing Working Capital (and, therefore, the Working Capital Adjustment), (iii) Closing Liabilities, (iv) Indebtedness and (v) Transaction Expenses.

More Definitions of Closing Liabilities

Closing Liabilities means accounts payable, liabilities to customers, accrued Taxes (including Federal and State corporate income taxes) and accrued expenses, including, but not limited to, payables to any of the Company’s Affiliates, managers, employees, officers or members and any of their respective Affiliates, deferred Tax liabilities and any outstanding Indebtedness (as defined herein), determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. Current Liabilities shall specifically not include (a) unrealized loss on investments, (b) any reserves for rent payable, and (c) payables associated with unsettled trades.

Closing Liabilities means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, asserted or unasserted, liquidated or unliquidated, or due or to become due) and including all costs and expenses thereto, but which arises from events which have occurred prior to the Closing, other than debts, liabilities or obligations arising from events which have occurred after the Closing and obligations to perform arising after the Closing pursuant to contracts of the Company in force at the Closing Date.

Closing Liabilities means deferred revenue of the Company, as set forth on the Latest Balance Sheet as the target for December 15, 2013. For the avoidance of doubt, Closing Liabilities shall not include any Tax liabilities.

Closing Liabilities has the meaning set forth in Section 2.1.

Closing Liabilities means, without duplication and to the extent not included in Funded Indebtedness, Net Working Capital or Seller Expenses, and to the extent not paid in full prior to or at the Closing, (i) any payments owing by the Company under stock appreciation rights, phantom equity or similar plans, in each case attributable to periods prior to the Closing, plus the Company’s share of any payroll Taxes due in connection with any such payments, (ii) deferred compensation, severance, bonus and profit sharing payments of the Company to employees attributable to pre-Closing periods, plus the Company’s share of any payroll Taxes due in connection with any such payments, (iii) any sale bonuses, profit sharing payments, change in control bonuses or retention bonuses that become payable by the Company upon, and solely by reason of, the consummation of the transactions contemplated hereby and that were incurred by the Company prior to the Closing, plus the Company’s share of any payroll Taxes due in connection with any such payments, and (iv) all Taxes of the Company (a) with respect to a taxable period ending on or prior to the Closing Date, the Tax Returns for which have not been filed on or before the Closing Date, and (b) for the portion of fiscal year 2018 ending on the Closing Date (determined in accordance with Section 6.8.1). The determination of clause (iv) in the preceding sentence shall, to the extent permitted by applicable Tax law, treat any deductions for Seller Expenses or Closing Liabilities available to the Company as deductions in such pre-Closing period.

Closing Liabilities has the meaning given to it in Section 3.6(a).

Closing Liabilities means all unpaid Liabilities of the Business as of the Closing, including Tax Liabilities (as determined in accordance with Section 4.6(b)), professional fees, broker fees, the cost of the Tail Policies, final payroll and accrued vacation liabilities to the Group I and Group II payable by the Sellers pursuant to Section 4.10, and all retention bonuses, sale bonuses and other amounts due or to become due to employees (and related Tax costs) as a consequence of the Closing, but excluding Indebtedness, trade payables owed to the Purchaser or its Affiliates, amounts set forth under the caption “Paid by Purchaser” on Schedule I to the Closing Statement, accrued vacation liabilities for the Group III Employees and Assumed Liabilities.