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.

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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 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.

Examples of Closing Liabilities in a sentence

Any calculation, item or amount shown on the Acquiror's Closing Balance Sheet or calculation of the Company Closing Liabilities that is not specifically disagreed with in such a Notice of Alternative Calculation signed by the Majority Company Shareholders and timely delivered shall be deemed to have been agreed to by each of the Company Shareholders.
The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Financial Statements and the Closing Liabilities Schedule.
The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is a material debt or obligation and that is not reflected or reserved against in the Financial Statements and the Closing Liabilities Schedule.
If the accountants were ultimately to resolve the matter by determining that the amount of the Company Closing Liabilities is $180,000, the Acquiror would bear 40% of the expenses referred to above ($20,000 divided by $50,000) and the Company Shareholders would jointly and severally bear 60% of the expenses referred to above ($30,000 divided by $50,000).
In case of the Taxes attributable to the Pre-Closing Period, Seller shall be liable for such Taxes except to the extent such Taxes are part of the Closing Liabilities.

More Definitions of Closing Liabilities

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.

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.

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 given to it in Section 3.6(a).

Closing Liabilities means the amount of Indebtedness of the Company and Non-Ordinary Course Liabilities, in each case determined as of the Closing Date in accordance with GAAP in a manner consistent with the historical accounting policies and procedures used in preparing the Year-End Financials.

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.