Working Capital Liabilities Sample Clauses

Working Capital Liabilities. The term “Working Capital Liabilities” shall mean all current liabilities of the Company as of the Closing Date, determined in accordance with the methodology specified in Schedule 1.10(a) attached hereto and, to the extent not specified therein, in accordance with GAAP applied on a consistent basis. There shall be added to Working Capital Liabilities the sum of, without duplication, (i) all expenses incurred by the Company in connection with this Agreement and the Collateral Agreements, and the Merger and the other transactions contemplated hereby and thereby, in each case that remain unpaid at Closing and (ii) any unpaid severance or similar benefits payable to Company employees arising out of or relating to this Agreement or the consummation of the Merger.

Working Capital Liabilities. The current accounts payable of, and accruals for goods and services received by, Sellers as of the Closing Date attributable to the Purchased Assets; provided that, for purposes of clarity, such working capital liabilities shall exclude accounts payable to Blake International USA Rigs, LLC or its Affiliates. Nothing in this Section 2.7(a) shall be deemed to effect the assumption of any Contract that is not otherwise an Assigned Contract, but the assumption of liabilities under this Section 2.7(a) shall be subject to Section 2.3(a).

Working Capital Liabilities. To the extent not already included as Assumed Liabilities under this Section 2.02(a), all Liabilities reflected in the calculation of the Final Working Capital; and

Working Capital Liabilities. Working Capital Liabilities shall comprise the aggregate of the following line items in the Company's consolidation system, which is the source for the preparation of the Accounts: o Trade Creditors o Deferred Income o Accruals o Payroll Creditor o minimum working capital of(pound)225,000

Working Capital Liabilities. The aggregate value of any and all current or non-current liabilities of the Target Companies as reflected in the Initial Accounts (excluding those liabilities included in the OffSet Amount), namely: a. Trade Payables, such as suppliers, service providers and other payables as reflected in the Initial Accounts; b. Liability for Taxes for all of the Target Companies as reflected in the Initial Accounts; c. Accrued expenses and other payables (including but not limited to accrued payroll expenses, accrued liabilities, advances and guarantees received from clients and/or lessees, fixed asset suppliers, deferred revenues, value added tax and other payables, untaken holidays (including related taxes and social contributions of both employer and employee), accruals for discounts received from suppliers as reflected in the Initial Accounts; d. Accrual and provision for compliance with GDPR following GDPR gap assessment, if such costs have not already been paid for / charged to the Target Companies’ account and unless such accrual / provision was included in the above items; e. Debts and liabilities to related parties; f. Provisions for risks as would be made in the normal course of business under the Romanian GAAP to be included in the risk weighted amount to be agreed bona fide between the parties. In absence of such agreement, Vendor’s decision will prevail.

Working Capital Liabilities. “Working Capital Liabilities” shall mean the current liabilities of Seller as determined in accordance with the procedures and methodologies set forth on Schedule 1.10.

Working Capital Liabilities. (a) All trade payables of Company; (b) All accrued employee compensation and benefits expenses and accrued vacation pay as of the Closing Date of or with respect to the employees at the clinical research sites that comprise the Early Phase Business and the other key employees of the Early Phase Business set forth on Schedule 6.8; (c) All accrued capital lease expenses attributable to the Early Phase Business; (d) The other expenses accrued by Company as of the Closing Date, including accruals for incentive bonus amounts, stipends, unclaimed property, and other expenses; provided however that any adjustment shall not include any increases in amounts specifically accrued for bonuses to Eligible Employees set forth in the Balance Sheet Working Capital Amount; and (e) Deferred revenue and deferred rent.

Working Capital Liabilities. (a) All trade payables attributable to the Early Phase Business; (b) All accrued employee compensation and benefits expenses and accrued vacation pay as of the Balance Sheet Date of or with respect to the employees at the clinical research sites that comprise the Early Phase Business and the other key employees of the Early Phase Business set forth on Schedule 6.8; (c) All accrued capital lease expenses attributable to the Early Phase Business; (d) The other expenses accrued by Company as of the Balance Sheet Date with respect to the Early Phase Business, including accruals for incentive bonus amounts, stipends, unclaimed property, and other expenses and (e) Deferred revenue and deferred rent. The Balance Sheet Date Working Capital Amount is set forth on Schedule 2.3.3.