Closing Liability Amount definition

Closing Liability Amount means, without duplication, the aggregate of (i) the line items of liabilities of the Company reflected on the Closing Balance Sheet (including all liabilities of the Company in respect of Taxes, but excluding such liability set forth on Schedule 1.1(d)) (excluding the line items of liabilities of the Company reflected on the Closing Balance Sheet for deferred rent of the Company attributable to the straight-lining of rent under GAAP); plus (ii) all Closing Indebtedness; plus (iii) all Transaction Expenses; plus (iv) all Change of Control Payments; plus (v) all Transaction Closing Payroll Taxes.
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Closing Liability Amount means, without duplication, the sum of (i) the Closing Indebtedness, (ii) all Deal Fees, (iii) all Change of Control Payments and (iv) all Transfer Costs. For the avoidance of doubt, no amount shall be included in more than one of clauses (i) through (iv) in the calculation of “Closing Liability Amount,” and “Closing Liability Amount” shall exclude any amount included in the calculation of the Closing Working Capital Adjustment.
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Closing Liability Amount means all Liabilities of the Company reflected on the Estimated Closing Balance Sheet, to be calculated as of immediately prior to the consummation of the Closing; provided, that (a) “Closing Liability Amount” shall not include any amounts taken into account in Seller Transaction Expenses and (b) any Taxes shall be calculated as of the end of the day on the Closing Date.
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Examples of Closing Liability Amount in a sentence

  • For the avoidance of doubt, Post-Closing Payroll Taxes will: (i) not be included within the definitions of Closing Liability Amount, Change of Control Payments, Closing Indebtedness, Pre-Closing Taxes, or Deal Fees; (ii) not reduce the Closing Payment or any Contingent Payment; and (iii) be borne solely by FibroGen or its Affiliates.

  • Any such Closing Liability Amount or Final Closing Cash Amount shall reflect in detail the differences, if any, between the Purchaser’s calculation as reflected in the Adjusted Closing Balance Sheet and the Dispute Notice as set forth in the Neutral Auditor’s determination of such amounts.

  • In connection with the resolution of any such dispute by the Neutral Auditor: (i) the Holder Representative and the Purchaser shall have a reasonable opportunity to meet with the Neutral Auditor to provide their views as to any disputed issues with respect to the calculation of the Closing Liability Amount and/or the Closing Cash Amount.

  • In no event shall the decision of the Accounting Firm provide for a calculation of the Closing Liability Amount, the Closing Cash Amount or the Seller Transaction Expenses that is less than the calculation thereof shown in the Proposed Final Closing Statement or greater than the Shareholders’ Representative’s alternative calculation thereof shown in the Dispute Notice.

  • Any Dispute Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Balance Sheet which the Shareholders’ Representative believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) the Shareholders’ Representative’s alternative calculation of the Closing Liability Amount, the Closing Cash Amount, and the Seller Transaction Expenses, as applicable.

  • The amount of the Estimated Closing Payment has been calculated using the Estimated Closing Liability Amount, the Estimated Closing Cash Amount, and the Estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, which shall be subject to a “true-up” adjustment after the Closing pursuant to Section 2.17(f).

  • The amount, if any, by which the Closing Liability Amount exceeds $2,725,000i shall be deemed a "Loss" pursuant to Section 9(a) and Parent shall be entitled to be indemnified for such Loss pursuant to the terms of this Section 9.


More Definitions of Closing Liability Amount

Closing Liability Amount shall not include any amounts taken into account in Seller Transaction Expenses and (b) any Taxes shall be calculated as of the end of the day on the Closing Date.
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Related to Closing Liability Amount

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Closing Cash Amount means the amount of cash and cash equivalents held by the Company and the Company’s Subsidiaries, net of outstanding checks, as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash means the aggregate amount of all Cash and Cash Equivalents of the Group Companies as of the Adjustment Time.

  • Indemnity Escrow Amount means $3,000,000.