Net Balance Sheet Liabilities definition
Net Balance Sheet Liabilities means any balance sheet liabilities (other than without duplication, current liabilities (but not including the current portion of environmental or litigation liabilities), Net Debt, deferred tax liabilities, any other liabilities in respect of (x) indemnified Taxes under the Contribution Agreement or (y) Taxes that are imposed as a result of a Regulatory Divestiture referred to in Clause 7.3.3, and deferred income), net of long-term investments and other assets (other than, without duplication, current assets, inventory, deferred tax assets, fixed assets, goodwill and other intangibles), in each case as calculated in accordance with US GAAP. For the avoidance of doubt, it is the intention of the Parties that with respect to the I/SP Business, the calculation of Net Balance Sheet Liabilities shall not reflect the adjustments for purchase accounting with respect to the Merger.
Net Balance Sheet Liabilities has the meaning set forth in Exhibit B;