Operational Liabilities definition
Examples of Operational Liabilities in a sentence
The costs, fees and expenses of the Determining Accountants shall be borne by the BXI Stockholders in the event the report indicates that the Operational Liabilities were understated by more than 5% (provided that Operational Liabilities shall not be deemed to have been understated for this purpose if and to the extent the Stockholders’ Representative agrees to any adjustment prior to submission of the dispute to the Determining Accountants); otherwise ITEX shall bear all such costs, fees and expenses.
If ITEX and the Stockholders’ Representative are unable to reach such agreement during such 30 day period, they shall promptly thereafter cause the Determining Accountants promptly to review the disputed items or amounts for the purpose of calculating the amount of Operational Liabilities.
BXI and the Principal Stockholder hereby jointly and severally represent and warrant to ITEX that as of the date hereof (the “Signing Date”), the Cash Balance is $35,477.00, the Shareholder Debt is $670,947.16, the Intagio Receivable is $258,856.00, the Transition Services Fee is $500,000, and the amount of Operational Liabilities does not exceed $81,000.
If ITEX fails to deliver such a written notice within 90 days following the Signing Date, BXI’s determination of the amount of Operational Liabilities shall be final and binding.
Following receipt of an Operational Liabilities Notice from NDA, the Licensees and the Ultimate Parent Company shall, in relation to each matter specified in the notice, comply with clause 11.6, and the provisions of clause 11.7 shall apply in relation to each matter specified in such notice.
The Cash Amount is calculated as follows: $2,000,000, plus (A) the Cash Balance (as defined in Section 10.7), minus (B) an amount equal to the Shareholder Debt (as defined in Section 10.7), minus (C) an amount equal to the Intagio Receivable (as defined in Section 10.7), minus (D) an amount equal to the Transition Services Fee (as defined in Section 10.7), minus an amount equal to the Operational Liabilities (as defined in Section 10.7) in excess of $81,000.