Deducted Liabilities means the dollar amount of all obligations (without duplication) of Seller in respect of Liabilities (other than Taxes) that give rise to Encumbrances on the Purchased Assets.
Deducted Liabilities means the long term debt and capital lease obligations reflected on the most recent balance sheet of the Dialysis Companies included in three Financial Statements in the approximate amount of $4,000,000.
Deducted Liabilities means the difference on the Closing Date of (a) the sum of (i) all unpaid principal, accrued interest and other charges of, on or related to all funded debt, capitalized lease obligations and long term liabilities of VoiceCom (including the current portion thereof) , (ii) all payment obligations of VoiceCom to holders of VoiceCom capital stock (including payments of accrued dividends to former holders of VoiceCom Preferred Stock), (iii) the amount, if any, by which the sum of (A) the "total accounts payable - trade" of VoiceCom and (B) the "accrued
Examples of Deducted Liabilities in a sentence
This evaluation confirms the satisfactory rating of the PCR for this criterion.
Payoff letters reasonably satisfactory to the Purchaser from all holders of Deducted Liabilities that relate to borrowed money, affirming that all Encumbrances associated therewith on the Purchased Assets shall have been terminated or will automatically be terminated upon receipt of the funds set forth therein.
At least two Business Days prior to the Closing Date, Seller will estimate in good faith the amount of the Deducted Liabilities and Closing Working Capital, respectively, and will deliver to the Purchaser a certificate (the “Closing Certificate”) setting forth such estimates, together with the calculation of the Closing Cash Consideration calculated as set forth in the definition of “Closing Cash Consideration”, as well as each Equityholder’s Percentage.
Commission may allow shifting the above CAPEX plan implementation to FY 2019-20.
Within 90 days after the Closing Date, Purchaser shall prepare and deliver to Seller an adjustment statement, setting forth the amount of the Deducted Liabilities, the Closing Working Capital and the Severance Amount, respectively, and, based on such calculations, Purchaser’s written calculation of the Closing Cash Consideration and the adjustment necessary to reconcile the Estimated Closing Cash Consideration to the Closing Cash Consideration (the “Preliminary Adjustment Statement”).
More Definitions of Deducted Liabilities
Deducted Liabilities means (i) the dollar amount of all obligations (without duplication) of the Group Companies in respect of Liabilities that give rise to Encumbrances on the Purchased Assets and (ii) the transaction expenses of the Group Companies owed to the Persons set forth on the Closing Certificate for whom wire information and the identity of the Person to be paid is listed. With respect to clause (ii) of this definition, Parent, Purchaser or Purchaser Subsidiary shall pay the amount enumerated to each such Person listed on and in accordance with the Closing Certificate at the Closing.
Deducted Liabilities shall have the meaning ascribed to such term in Section 1.5(b) of this Agreement.
Deducted Liabilities means (i) liabilities (other than the long term portion of the liabilities of the Acquired Entities under leases which are treated as capital leases under GAAP as of the Closing Date) required by GAAP to be reflected on the consolidated balance sheet of the Acquired Entities on the Closing Date, (ii) the outstanding balance of all Advances under the Loan Agreement as of the Closing Date (without duplication of liabilities provided for in clause (i) above), as of the Closing Date and (iii) all customer deposits, prepaid sales and similar items, including specifically, those related to that certain customer deposit of $1.5 million from Memcorp Inc. to the Company and similar arrangements (without duplication of liabilities provided for in clause (i) above). "Parent Adjusted Capital" shall be the number of shares of Parent Common Stock that are outstanding immediately prior to Closing (the "Gross Shares") less any shares of Parent Common Stock (the "Adjustment Shares") issued by Parent subsequent to September 30, 2001 in connection with any merger, consolidation, business combination, investment or other similar transaction pursuant to which Parent acquires (x) 50% or more of the voting power of any Entity or (y) all or
Deducted Liabilities means, as of the end of any fiscal quarter: (i) all Unsecured Liabilities of Borrower and the Consolidated Subsidiaries (other than the Subsidiaries referred to in clauses (ii), (iii) and (iv) of the definition of "Relevant Subsidiaries") then outstanding (including, without limitation, Borrower's obligations with respect to the principal amount then outstanding of all Liabilities of Recom & Co., S.N.C.); less (ii) all obligations referred to in Schedule 6 hereto as such Schedule 6 may be amended from time to time with the prior written consent of Majority Lenders and Borrower.
Deducted Liabilities means the total Euro amount of the following Liabilities (a) all financial indebtedness (including all outstanding liabilities from the Seller, any capital loans and subordinated loans except for the Aggregate Capital Loan Amount), any accrued interests (including interest recorded as obligatory reserves and interests accrued on any capital loans, whether recognised or not except for interest included in the Aggregate Capital Loan Amount) and penalties thereon and any, factoring arrangements, and any other interest-bearing liability of the Company as per the Closing Date, (b) Transaction Expenses, (c) any Taxes (including social contributions) of the Company and the Subsidiaries attributable to the sale or cancellation of the Share Options, (d) the cost of the D&O Tail and the D&O Transaction Coverage, and (e) the stay bonus paid or payable as set forth in Section 5.9.9 of the Disclosure Appendix and all Taxes related thereto. “Deducted Liabilities” does not include any non-interest bearing trade payables, accrued payroll or rent or other similar non-interest bearing accrued liabilities, in each case, incurred in the ordinary course of business.
Deducted Liabilities does not include any non-interest bearing trade payables, accrued payroll or rent or other similar non-interest bearing accrued liabilities, in each case, incurred in the ordinary course of business.
Deducted Liabilities means, as of any measurement date: (i) all Unsecured Liabilities (other than the Revolving Loans) of Borrower and the Consolidated Subsidiaries (other than the Subsidiaries referred to in clauses (ii), (iii) and (iv) of the definition of "Relevant Subsidiaries") outstanding as of such measurement date (including, without limitation, Borrower's obligations with respect to the principal amount then outstanding of all Liabilities of Recom & Co., S.N.C.); plus (ii) the Leased Property Cost as of such measurement date; plus (iii) the outstanding principal amount of the Revolving Loans as of such measurement date, all without duplication of any amounts in this definition of Deducted Liabilities.