Included Current Liabilities means accounts payable, accrued Taxes, bad debt accrual, and accrued expenses, but excluding payables to any of the Company’s Affiliates, employees, officers or Members and the current portion of long term Indebtedness, determined in accordance with GAAP and in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007.
Included Current Liabilities means all current liabilities, including accounts payable and accrued liabilities, but excluding Indebtedness, deferred tax liabilities and Income Tax liabilities, of the Acquired Companies, each as determined in accordance with the Accounting Principles as such accounts are specified on Exhibit F.
Included Current Liabilities means current liabilities of the Companies and Subsidiaries as defined under, and 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 consolidated financial statements of CSG and its subsidiaries for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Working Capital Adjustments” means the sum of the following adjustments: (A) a negative adjustment equal to the amount of Cash of the Companies and Subsidiaries, (B) a negative adjustment equal to $2,500,000, which is related to a predetermined adjustment for the allowance for doubtful accounts, (C) a negative adjustment equal to the excess of (1) the full amount of unpaid 2005 incentive bonus compensation for Continuing Employees expected to be accrued as of December 31, 2005 over (2) the amount of accrued but unpaid 2005 incentive bonus compensation for Continuing Employees reflected in the Included Liabilities, (D) a negative adjustment equal to the non-current deferred revenue of the Companies and Subsidiaries, (E) a negative adjustment of $5,000,000 in respect of a reserve for Taxes (it being understood and agreed that Included Current Liabilities will not otherwise include any reserve for income Tax contingencies determined in accordance with Statement of Financial Accounting Standards No. 5), and (F) the Closing Working Capital Statement shall not reflect (whether or not it would otherwise reflect) any asset or Liability in respect of any Tax resulting from, arising out of or based on the sale of the Securities hereunder, including any Tax arising as a result of the Section 338(h)(10) Election (as defined in Section 9.8) and any income or franchise Tax payable to any Tax Authority with respect to which the Company or Subsidiary has filed or will file an affiliated, consolidated, combined or unitary Tax Return with a Seller or any of their Affiliates to the extent that such Tax is required to be paid by the Sellers or any of their Affiliates (other than the Companies or Subsidiaries) under applicable Law. All components of Closing Working Capital shall be calculated after taking into account the actions taken pursuant to Section 6.10, excluding the FairPoint Business and excluding any intercompany accounts receivable or accounts payable bet...
Examples of Included Current Liabilities in a sentence
Notwithstanding the foregoing, PLE may elect not to assign or transfer certain of their current liabilities prior to the Closing Date (such liabilities to the extent not covered by insurance or indemnification from the DERA Funds, being referred to as the "Included Current Liabilities"), provided that PLE retains, and the Operating Partnership permits PLE to own and retain at the Closing, cash in the amount of the Included Current Liabilities.
All such bonuses, to the extent paid, shall not be deemed to be Included Current Liabilities.
Unpaid Company Transaction Expenses shall be accrued by the Company and its Subsidiaries and shall either be incorporated into the adjustment as provided under Section 2.7 as Included Current Liabilities for purposes of calculation of Closing Working Capital or otherwise be an obligation of the Selling Stockholders as provided under Section 8.2(a)(iv) .
As of the Closing Date, any intercompany accounts receivable or accounts payable, intercompany loans or other similar intercompany Liabilities between Stockholder or any Affiliate (other than the Company or any Subsidiary of the Company) of Stockholder, on the one hand, and the Company or any Subsidiary of the Company, on the other, shall be forgiven or otherwise contributed to capital and such amounts shall not be deemed to be Included Current Assets or Included Current Liabilities.
Merger Sub will assume the aggregate amount of accrued and unpaid vacation and sick time for all Continuing Employees that is included in Included Current Liabilities and taken into account in calculating Net Working Capital.
More Definitions of Included Current Liabilities
Included Current Liabilities means the categories of line items listed as Current Liabilities on the form of Estimated Closing Working Capital attached to this Agreement as Exhibit A.; provided, however, that Tax liabilities and other liabilities for which Sellers (or an Affiliate of Sellers other than the Company) are responsible under this Agreement shall not be Included Current Liabilities, and liabilities resulting from the purchase of the Contactors shall not be Included Current Liabilities.
Included Current Liabilities has the meaning set forth in Section 2.2(c).
Included Current Liabilities means (x) current liabilities as defined in the Audited Balance Sheet, including accounts payable, accrued payroll and related expenses, other accrued expenses and deferred revenue, but excluding (y) current and deferred Income Tax liabilities of any member of the Company Group (including Income Taxes of the Affiliated Group that a member of the Company Group is responsible for under applicable Law, pursuant to a contract terminated as provided in Section 9 of Annex I or otherwise), any care and closure provision, including the current portion thereof, self insurance reserves, amounts payable under the Xxxxxx County Land Lease, accrued interest, accrued branding fees, any payables relating to the Equipment Leases, any accruals in respect of the Retained Claims (including accrued legal fees and expenses in respect of the Retained Claims), accrued expenses and payables related to capital expenditures, and accrued acquisition holdback. Net Working Capital includes Intercompany Trade Accounts. Any items included within the definition of Net Company Debt shall be excluded from Net Working Capital.
Included Current Liabilities means accounts payable, accrued Taxes (other than corporate taxes identified in the Closing Indebtedness Statement) and accrued expenses, but excluding (i) deferred tax liabilities, (ii) payables to any of the Subsidiaries being transferred with the Engineered Systems Business to the Sellers pursuant to the Pre-Sale Reorganisation, and (iii) the current portion of long term debt, 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 Company's 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, subject to the Agreed Principles and in the form set out in Schedule 3.3(b).
Included Current Liabilities has the meaning as set forth in Section 1.10(a).
Included Current Liabilities means accounts payable, advances, accrued Taxes (including amounts accrued by the Company in respect of Tax liability that would be incurred if it was determined that the Company was not a validly electing “S” corporation), retirement contributions, accrued expenses, vacation payable, customer deposits, severance, bonus and phantom stock payments and other obligations that may be triggered or vested by the transactions contemplated hereby, 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 Company’s Financial Statements for the most recent fiscal year end as if such accounts were being prepared as of a fiscal year end.
Included Current Liabilities means accounts payable and accrued expenses, but excluding the current portion of long term Indebtedness, 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 Company’s 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; provided , however , that (i) such determination shall be subject to the exceptions and other qualifications as set forth on Schedule 2.7 hereto and (ii) such Liabilities shall exclude the amount of Closing Bonuses (that are paid in accordance with the requirements of such defined term).