Tangible Liabilities definition
Tangible Liabilities means the aggregate book value of only the following liabilities of the Vendor Group and the Subsidiaries related to the Purchased Business, each as at the Time of Closing, determined in accordance with the provisions of Section 2.7: (1) accounts payable; (2) advanced ▇▇▇▇▇▇▇▇ and deferred revenue; (3) payables relating to Transferred Personnel (e.g. vacation and bonus accruals (excluding transaction single-trigger or lump sum transaction bonuses and/or retention bonuses) payroll taxes, etc.); (4) accrued expenses or liabilities; (5) refundable customer deposits; and (6) 50% of the Transfer Taxes Surplus. if any.. For greater certainty, Tangible Liabilities shall exclude any: (a) deferred tax liabilities; (b) reserves for doubtful debt; (c) operating lease liabilities; (d) indebtedness of the Vendor Group owing to affiliated companies or any other non-arm’s length party, its banks, its employees, agents and/or representatives (solely to the extent such indebtedness would otherwise constitute a Liability); (e) debt-like items, including, but not limited to accounts payables or accruals that have been on the balance sheet for greater than one year, unpaid tax liabilities related or attributable to any Pre-Closing Tax Period (whether or not such taxes are due and payable on or before the Closing Date); (f) intercompany payables; and (g) costs incurred by the Vendor Group and/or its stockholders related to the Transaction, including (without limitation) any broker and legal costs (“Excluded Tangible Liabilities”).
Tangible Liabilities means the tangible liabilities of the Business described on Schedule C attached hereto.
Tangible Liabilities means the aggregate value of the total liabilities of the Lime Entities, excluding the Closing Accrued Compensation, Closing Indebtedness and Transaction Expenses and, for avoidance of doubt, any derivative liability related to the Bison Convertible Note.
More Definitions of Tangible Liabilities
Tangible Liabilities means the aggregate book value of only the following liabilities of the Corporation, each as at the Time of Closing, determined in accordance with the provisions of Section 1.02:
Tangible Liabilities means the aggregate book value of the following tangible liabilities of the Coop Group on a consolidated basis: provisions – long term, deferred revenues – long term, long-term portion of lease liability (IFRS16), other non-current liabilities, current portion of lease liability (IFRS16), accrued liabilities, accounts payables, deferred revenues, taxes and social security, bonus accrual, vacation days accrual, vacation allowance/13th month accrual, any payables to Affiliates (other than Affiliates included in the consolidated accounts of the Coop Group as these are eliminated), and other short term liabilities (all the previous items are non-exhaustive but Constellation and Joday have to agree whether any new items are allocated to Debt or Cash instead), but excluding any deferred tax liabilities.
Tangible Liabilities means accounts payable, advanced ▇▇▇▇▇▇▇▇/deferred revenue, income tax payable, sales tax payable, other tax payable, employee related payables (e.g. benefits, payroll taxes, accrued vacation and accrued commissions), accrued expenses, but excluding all amounts owing to financial institutions, shareholders, employees or any other non-arm’s length party.
Tangible Liabilities has the meaning set out in Section 1.02(i).
Tangible Liabilities means, as of a specified time, the aggregate book value of the following liabilities of the Business, calculated in accordance with the Accounting Principles: (a) accounts payable; (b) advanced ▇▇▇▇▇▇▇▇ or deferred revenue; (c) sales taxes payable; (d) employee-related payables (including accrued vacation, accrued commissions, payroll and payroll taxes payable, amounts payable under any retention bonus agreements, and any contributions, accrued liabilities, or amounts otherwise owing or related to any benefit plans); and (e) accrued expenses or liabilities; but excluding any (i) income Tax liabilities, (ii) deferred Tax liabilities and (iii) Transaction Expenses.
Tangible Liabilities means, without duplication, accounts payable and accrued liabilities and charges (including all employee-related liabilities and withholdings up to the Closing Date), accrued liability for annual bonus payments under each of the ▇▇▇▇▇▇▇▇ Employment Agreement and the ▇▇▇▇▇▇ Employment Agreement (pro-rated to the Closing Date), accrued expenses, Taxes, unearned maintenance and support revenue, deferred revenue, customer deposits and all other liabilities. Tangible Liabilities exclude all amounts owing to banks and shareholders as well as third party personal loans to the Corporation and items not related to the Business, including long-term debt and redeemable/retractable shares, such debts and securities to be paid with full release prior to the Closing Date.
Tangible Liabilities means tangible liabilities of Vendor, including without limitation all deferred maintenance and costs to complete accruals.