Target Liabilities definition

Target Liabilities means: (1) the liabilities related to products that have occurred or existed but have not yet due in accordance with the Customer Contracts and the payment received and advance payment for undelivered products; and (2) the payment liabilities that have occurred or existed but have not yet due in accordance with the Procurement Contracts on the Spin-Off Effective Date, provided however, liabilities that cannot be transferred by the Seller according to law or contract, or liabilities that cannot be transferred according to the Customer Contracts or Procurement Contract, which the consent of the counterparty to the contract cannot be obtained, are not excluded from the scope of the Target Liabilities; the Target Liabilities do not include the Excluded Liabilities.

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Target Liabilities means all current liabilities of the Company determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end, except that, for the purposes of calculating Target Working Capital, (i) the Employee Bonus Payment to be paid pursuant to Section 5.05 and (ii) the State Taxes shall be excluded from the calculation of “Target Liabilities.” The current liabilities that are included in the determination of Target Liabilities include, among other current liabilities, accounts payable, the inventory clearing account, notes payable (current), amounts outstanding under the Company’s bank line of credit, accrued accounts payable, accrued payroll, sales tax payable, income tax payable, credit cards payable, and profit sharing payable.

Target Liabilities means all current liabilities of the Company determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. The current liabilities that are included in the determination of Target Liabilities include, among other current liabilities, accounts payable, accrued payroll, accrued bonus and accrued liabilities. Target Liabilities shall not include any fees or commissions payable to Generational Equity, LLC or any other broker/finder representing Sellers and/or the Company in the transactions contemplated hereby, provided that such fees and commissions are, in fact, paid by Sellers as required by Section 11.01.

Examples of Target Liabilities in a sentence

As used in this Agreement, the term Existing Target Liabilities shall include any liabilities, obligations, settlement amounts or other amounts paid with respect to the Lease Litigation in excess of $100,000.
To the extent that the Amorcyte Expenses cause the Liabilities to exceed the Target Liabilities, the Stock Consideration shall be reduced on a two dollar for one dollar basis by the excess over the Target Liabilities in accordance with Section 3.3 of this Agreement.
Your Event Manager can provide details on backstage facilities at the RFH and QEH including accessible dressing rooms, wheelchair access, parking and personal emergency and evacuation plans.
The decrease will reduce the Base Stock Consideration by two dollars for every dollar by which Estimated Liabilities are greater than the Target Liabilities, with each share of Parent Common Stock valued at the Parent Per Share Value.
As of the date hereof, Existing Target Liabilities (excluding Permitted Legal Fees) do not exceed $350,000 in the aggregate.

More Definitions of Target Liabilities

Target Liabilities means an amount equal to $2,197,197; provided that the Target Liabilities shall be reduced by the amount by which the Purchase Price is increased pursuant to Section 1.3.