Common use of Operating Liabilities Clause in Contracts

Operating Liabilities. Any Liability or other obligation (whether absolute, accrued or contingent, xxxxxx or inchoate) which would be required to be assumed by a buyer of all or substantially all of the assets of the Company and its subsidiaries in order to continue, uninterrupted, the business operations of the Company unless, in connection with such assumption, there would customarily be made an adjustment to the purchase price for such liabilities. Operating Liabilities do not include (i) indebtedness for money borrowed or guarantees of any such indebtedness, (ii) refinancings of indebtedness of the kind referred to in clause (i) above, (iii) indebtedness in respect of any subscription agreement, stock or warrant "put" or "call" agreement, phantom stock agreement or similar obligation in respect of an equity or other interest in the Parent measured by an increase in the equity value of the Parent, including, without limitation, the obligations under this Agreement, and (iv) current payables.

Operating Liabilities. Any Liability or other obligation (whether absolute, accrued or contingent, xxxxxx or inchoate) which would be required to be assumed by a buyer of all or substantially all of the assets of the Company and its subsidiaries in order to continue, uninterrupted, the business operations of the Company unless, in connection with such assumption, there would customarily be made an adjustment to the purchase price for such liabilitiesassets. Operating Liabilities do not include (i) indebtedness for money borrowed or guarantees of any such indebtedness, (ii) refinancings of indebtedness of the kind referred to in clause (i) above, (iii) indebtedness in respect of any subscription agreement, stock or warrant "put" or "call" agreement, phantom stock agreement or similar obligation in respect of an equity or other interest in the Parent measured by an increase in the equity value of the Parent, including, without limitation, the obligations under this Agreement, Parent and (iv) current payables.

Operating Liabilities. Any Liability or other obligation (whether absolute, accrued or contingent, xxxxxx or inchoate) which would be required to be assumed by a buyer of all or substantially all of the assets of the Company and its subsidiaries in order to continue, uninterrupted, the business operations of the Company unless, in connection with such assumption, there would customarily be made an adjustment to the purchase price for such liabilities. Operating Liabilities do not include (i) indebtedness for money borrowed or guarantees of any such indebtedness, (ii) refinancings of indebtedness of the kind referred to in clause (i) above, (iii) indebtedness in respect of any subscription agreement, stock or warrant "“put" ” or "“call" ” agreement, phantom stock agreement or similar obligation in respect of an equity or other interest in the Parent measured by an increase in the equity value of the Parent, including, without limitation, the obligations under this Agreement, and (iv) current payables.