Definition of Potential Debts

Potential Debts means such actual, undisputed liabilities of the Target Company which are discovered after the Equity Transfer Pricing Base Date, which relate to action taken by the Target Company during the period prior to the date of this Agreement, which are not liabilities relating to the ordinary operations of the Target Company (including without limitation employee and/or production costs) and which are not recorded in the accounting books or records of the Target Company as at the date of this Agreement. For the avoidance of doubt, (i) contingent liabilities of the Target Company and (ii) any liabilities of the Target Company to the Transferors and/or any person or entity referred to in provision 7.3 shall not be regarded as Potential Debts. .
Sample 1