Certain Balance Sheet Liabilities Sample Clauses

Certain Balance Sheet Liabilities. (i) With respect to Northcoast/Texas, its Accounts Payable-Trade, its Accrued Payroll Taxes, its Accrued Shop Labor, its Accrued Holiday, Vacation and Sick Pay, its Accrued Utilities, and its Accrued Real Estate Taxes, each as incurred in the ordinary course of business consistent with its past practices, but only if and to the extent the same would be reflected or reserved against on its Final Closing Balance Sheet (as defined in Section 3.3) if its Final Closing Balance Sheet were prepared without allowance for any of the exceptions from generally accepted accounting principles identified on Schedule 4.3.1

Certain Balance Sheet Liabilities. (i) Seller’s trade accounts payable (other than related party payables) that arose in the ordinary course of business consistent with Seller’s past practices (the “Assumed Payables”); (ii) customer deposit liabilities directly related to the Prepaid Assets (the “Customer Deposit Liabilities”), and (iii) accrued expenses incurred in the ordinary course of business (the “Accrued Liabilities,” and together with the Assumed Payables and the Customer Deposit Liabilities, the “Assumed Balance Sheet Liabilities”); provided, however, that the Assumed Balance Sheet Liabilities as of the Closing shall be in the amounts as are used in the calculation of Working Capital; and

Certain Balance Sheet Liabilities. All liabilities and obligations of Seller or AccuMed UK existing on the Closing Date (i) that constitute non-interest bearing trade accounts payables due to Suppliers incurred by Seller solely on account of the Business and in the ordinary course of business of the Business consistent with past practice ("Trade Payables"); provided, that, "Trade Payables" shall not include any intercompany accounts payable owed to or from Seller's Chicago and Westlake facilities, (ii) on account of current accrued liabilities and deferred revenues as reflected on the books and records of Seller as of the Closing Date in the categories listed on Schedule 2.1(a) relating solely to the Business and of the type reflected on the Unaudited Balance Sheet, (iii) on account of Product warranty claims (but not Product liability claims or recall claims) arising from Products manufactured or sold by the Business prior to the Closing; provided, that, Buyer shall not assume any liabilities or obligations of Seller or AccuMed UK on account of such Product warranty claims in excess of (y) in the case of ESP blood culture Products (the "ESP Products"), $967,299 (which includes $600,000 reclassified as a reserve against the Fixed Assets), and (z) in the case of all other Products of the Business, $25,000 and (iv) payables owed by AccuMed UK to Seller (the obligations and liabilities described in Section 2.1(a)(i) and (ii) are hereinafter referred to as the "Balance Sheet Liabilities");