Net Liability Amount definition

Net Liability Amount the Company's current assets less (i) the OAN -------------------- Receivable, (ii) the Company's current liabilities, and (iii) the Company's long term debt, all as shown on the Interim Balance Sheet or the Closing Date Balance Sheet, as applicable.
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Net Liability Amount shall be determined as of the opening of business on the Closing Date and shall be an amount equal to the excess of (x) Seller's liabilities (other than Excluded Liabilities and the future obligations due with respect to the Lease Agreement and operating leases listed on Schedule 3.10(a)), over (y) the aggregate sum of Seller's (A) cash, plus (B) accounts receivable (to the extent collected within ninety days (90) following the Closing Date). The Closing Balance Sheet shall be prepared, and the Net Liability Amount shall be determined, in accordance with generally accepted accounting principles applied in a manner consistent with those used in preparing Seller's balance sheets as of September 30, 1998 (the "Latest Balance Sheet"); provided that (a) all proper accruals and reserves, if any, shall be recorded (including but not limited to vacation pay, customer rebate accruals, bad debt reserves and warranty expenses, taxes and utility charges prorated through the Closing Date), (b) no assets shall be included in excess of their realizable value, (c) to the extent that the Latest Balance Sheet was not prepared in accordance with generally accepted accounting principles (based upon authoritative accounting pronouncements and literature in effect on the Closing Date) and as a result the Net Liability Amount would otherwise be overstated as of the Closing Date, the Closing Balance Sheet shall be prepared and the Net Liability Amount shall be determined in accordance with generally accepted accounting principles as in effect on the Closing Date, and (d) all accounting entries (including all liabilities and accruals) shall be taken into account regardless of their amount and all errors and omissions shall be corrected and all adjustments made.
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Net Liability Amount means an amount equal to the Current Assets minus the Total Liabilities (in each case, as defined in the TWC/Adelphia Purchase Agreement and as determined pursuant to Section 2.6 of the TWC/Adelphia Purchase Agreement for purposes of determining the Final Adjustment Amount (as defined therein) thereunder) attributable to the ▇▇▇▇▇ System or the Milan System, as applicable.
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Examples of Net Liability Amount in a sentence

  • Seller and Shareholders agree that in addition to any other rights or remedies available to Purchasers, Purchasers may draw upon the Escrow Account pursuant to the Escrow Agreement, including, without limitation, (i) any of the obligations of Seller and Shareholders or any of them under Section 9.1 of this Agreement and (ii) any amount due from Seller or the Shareholders in connection with the final determination of the Net Liability Amount.

  • Nothing in the prior sentence of this paragraph shall prejudice insurers’ subrogation rights under any insurance policies that any of the Buyer or Buyer’s Group may enter into after signing this Agreement provided always that the aggregate liability of the Seller (to the Buyer and/or any other persons (including any such insurers), taken together) in connection with the circumstances giving rise to the Claim (including for the Claim itself) shall in no circumstances exceed the Net Liability Amount.

  • If the Estimated Net Liability Amount exceeds One Million Nine Hundred Ninety-Two Thousand Dollars ($1,992,000), the Purchase Price to be paid in cash to Seller or its assigns shall be decreased by the amount of such excess.

  • The Reinsurer shall, within five (5) business days after receipt from the Reinsured of the Initial Three Month Net Liability Notice, pay the Estimated Net Liability Amount by wire transfer into the Claims Fiduciary Account established pursuant to the Claims Services Agreement and maintained by the TPA in the name and on behalf of the Reinsured.

  • Within thirty (30) days after receipt of such items, Seller shall deliver to Purchasers a detailed written statement describing its objections, if any, to such balance sheet and determination of the Net Liability Amount.

  • The Closing Net Liability Amount shall not be greater than $33,950,000.

  • The Reinsurer shall, within five (5) business days after receipt from the Reinsured of the Revised Three Month Net Liability Notice, pay by wire transfer into the Claims Fiduciary Account, the amount (if a positive number) equal to: (A) the Revised Estimated Net Liability Amount, minus (B) the balance in the Claims Fiduciary Account on the date of such Revised Three Month Net Liability Notice.

  • The Closing Net Liability Amount shall not ------------------- be greater than $33,950,000.

  • Upon the final determination of the Net Liability Amount pursuant to Section 2.3 below, Purchasers, Seller and the Shareholders shall recompute the Purchase Price based upon the Net Liability Amount as finally determined, and within three (3) business days after such final determination, Seller and/or Shareholders shall pay Purchasers any amount due Purchasers by wire transfer of immediately available funds.

  • Within three (3) days prior to the Closing Date, Seller shall notify Purchasers in writing of its good faith estimate of the Net Liability Amount (as defined in Section 2.4 below) as of the Closing Date determined in accordance with Section 2.4 below (the "Estimated Net Liability Amount").