Overdue Liabilities definition
Overdue Liabilities means (a) the aggregate amount of Liabilities of Company that are not Current Liabilities, as of the Measurement Time (and in each case determined in accordance with the Transaction Accounting Principles), that have not been paid when due, excluding (i) deferred Tax Liabilities, (ii) Transaction Expenses and (iii) payables owed to any of Company’s Affiliates, directors, employees, officers or stockholders or any of their respective Affiliates, plus (b) all interest, fines, late fees, penalties, premiums, costs of collection and similar costs incurred as a result of Company’s failure to make all payments when due on (i) Current Liabilities and (ii) the Liabilities described in clause (a).
Examples of Overdue Liabilities in a sentence
Seller shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses to the extent that such Losses are included in the Current Liabilities as of the Measurement Time or in the Overdue Liabilities, in each as reflected on the final Post-Closing Statement.