Debt-Like Items definition

Debt-Like Items means the items listed under Schedule 1.1(d).

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Debt-Like Items means the amount of €6,000,000 corresponding to the aggregate amount for all Group Companies, as finally determined by the Parties for the purpose of this Agreement, of (i) unfunded pension liabilities and (ii) Specific Litigation Provisions;

Debt-Like Items means items set forth on Schedule A-1.

Examples of Debt-Like Items in a sentence

On the date which is at least three (3) Business Days prior to the Completion Date, the Seller shall provide to the Purchaser a bona fide written estimate of the Estimated Debt-Like Items Amount, the Estimated Net Intercompany Amount, the Estimated Inventory Amount and the Estimated Working Capital Amount in the form of an Estimated Net Intercompany Statement, an Estimated Debt-Like Items Statement, an Estimated Inventory Statement and an Estimated Working Capital Statement.
Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and Seller shall each indicate in writing their position on each disputed matter and each such Party’s determination of the amount of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment.
The covenants and agreements in Section 6(b) shall survive the Closing until the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount and the Final Seller Closing Payment in accordance with Section 2(e).
Seller shall also deliver to Buyer all reasonable supporting documentation to support Seller’s calculation of the Estimated Closing Net Working Capital, the Estimated Debt-Like Items Amount, the Estimated Cash Amount, Estimated Indebtedness Amount, the Estimated Seller Transaction Expenses Amount and the Estimated Seller Closing Payment.
If the Stockholder Representative does not deliver an Objection Notice to Parent within such forty-five (45)-day period, then the Closing Statement and the calculations of the Debt-Like Items, Net Working Capital, NWC Adjustment, Closing Net Cash and Equity Value set forth therein will be conclusive and binding for all purposes hereof.

More Definitions of Debt-Like Items

Debt-Like Items means, without duplication, (a) deferred revenue, including the amount of any customer advances or deposits payable of an Acquired Company for work in process or products or services not yet delivered determined in accordance with GAAP; (b) to the extent not included in calculation of Transaction Expenses or Closing Working Capital, any liabilities in respect of bonus compensation (including sales bonuses) or similar amounts payable to any employee, officer, of director of an Acquired Company; and (c) the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums, fees, expenses, or penalties) arising under, any obligations of any Acquired Company consisting of (i) conditional sale obligations; (ii) any unsatisfied obligation or unfunded or underfunded liability under any pension plan; (iii) any liability in respect of deferred compensation (including the employer portion of any employment, payroll, social security, unemployment or other similar Taxes in connection therewith); (iv) any liability in respect of all obligations under leases required to be capitalized in accordance with GAAP; and (v) any liability for any compensation due and payable as a result of the termination of employment or engagement, as the case may be, of any personnel or independent contractors of any Acquired Entity prior to the Closing Date, including for severance, bonus, and paid time-off and the amount of the employer’s portion of any employment, payroll, or social security Taxes with respect to the obligations set forth in this clause (v).

Debt-Like Items means any liabilities of the Business described on Part C of Schedule 1.12(a).

Debt-Like Items means, with respect to the Seller Entities, (i) all obligations under interest rates, currencies, or other derivatives, swaps, ▇▇▇▇▇▇, caps, collars, options, futures or similar instruments, (ii) all obligations for the deferred purchase price of any properties, assets or services (other than trade accounts payable and accrued expenses incurred in the ordinary course of business consistent with past practice and reflected as accounts payable or accrued expenses in Net Working Capital), including earnout obligations and payments under non-compete agreements, (iii) all obligations created or arising under any conditional sale or other title retention agreement, (iv) all obligations secured by an Encumbrance, (v) all obligations under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all reimbursement, payment, or similar obligations, contingent or otherwise, in respect of any bankers’ acceptances, surety bonds, performance bonds or letters of credit, or similar facilities, (vii) all obligations of any Person which are directly or indirectly guaranteed by Seller or in respect of which Seller has otherwise assured an obligee against loss, (viii) all interest, principal, prepayment penalties, premiums, fees or expenses due or owing in respect of any item listed in clauses (i) through (vii) above, (ix) all obligations with respect to any Benefit Plan that is not funded in accordance with ERISA, (x) all obligations with respect to any salary, bonus, severance, deferred compensation or other compensation or benefits of any kind earned by or payable to any current or former employee, director, consultant, agent or other service provider of Seller or its Affiliates for, or any contribution or payment obligation to any Benefit Plan with respect to, any period or portion of any period ending on or prior to the Closing Date, including but not limited to any “success fees” or bonuses, change in control payments, retention or transaction bonuses, or severance payments payable by the Seller Entities or their Affiliates to any current or former employee, director, consultant, agent or other service provider of the Seller Entities or their Affiliates arising from or otherwise triggered by this Agreement or the closing of the transactions contemplated hereby, and the employer portion of payroll, social security, unemployment or similar Taxes imposed thereon, and (xi) an amount equal to all customer deposits and all obligations with...

Debt-Like Items on Closing shall mean non trade third party obligations including (a) all third-party trade payables more than 180 days old; (b) Any non-trade payable with respect to inter-branch, related party or Promoters; (c) Provision for employee benefits such as those for gratuity and leave encashment as shall be determined by an independent third party actuarial expert; and (d) capital creditors on Closing for expenditure incurred until 31 March 2011 minus capital advances paid until 31 March 2011 which are also outstanding on Closing. For the avoidance of doubt, it is hereby clarified that, Debt – like Items shall not include any item that is included in computation of Net Working Capital.

Debt-Like Items shall have the meaning set forth in the definition of “Indebtedness.”

Debt-Like Items means any liabilities of the Business described on Part C of S chedule 1.12(a).

Debt-Like Items means (a) restructuring liabilities set forth in Section 1.1(b) of the Seller Disclosure Schedule under “Thailand Restructuring accrual” line item and (b) any retention bonus obligations, in each case, of the Acquired Companies calculated as of immediately prior to the Phase I Closing in accordance with GAAP.