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Adjustment Liabilities definition

Adjustment Liabilities means (without duplication) the sum of the following, as the same shall exist as of the Adjustment Time, to the extent relating to the System and consistent with the representations, warranties and covenants of Seller contained herein, and to the extent (and only up to such amount) included on the Pre-Closing Certificate described in Section 3.3(b) as adjusted in the Post-Closing Certificate described in Section 3.3(c), calculated to reflect the principle enunciated in Section 3.3(a):
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Adjustment Liabilities means the sum of: (A) Accounts Payable, (B) Subscriber Prepayments and Deposits, (C) Deferred Revenue, and (D) Other Current Liabilities, in each case of clauses (A) through (D) computed for the Partnership and the Subsidiaries as of the Adjustment Time on a consolidated basis and without duplication in accordance with GAAP applied on a basis consistent with the preparation of the Partnership's Financial Statements.
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Adjustment Liabilities means, as of any date, in each case computed for the Helicon Companies on a consolidated basis and without duplication in accordance with GAAP, the sum of: (A) accounts payable; (B) expenses of the Helicon Companies relating to the consummation of the transactions contemplated by this Agreement, including fees and expenses of attorneys, accountants, financial advisors and broker fees, if such fees and expenses are paid after the Closing Date, but excluding any expenses that Buyer agrees to pay or is obligated to pay pursuant to this Agreement; (C) accrued and unpaid expenses; (D) Subscriber prepayments and deposits; (E) Tax payments due and payable by any of the Helicon Companies to any Governmental Authority for all Tax periods ending on or prior to the Adjustment Time; (F) all obligations for any management fees (deferred or otherwise) owed by the Helicon Companies to Helicon Corp. under the Management Agreements; (G) the amount of the Debt Obligations as of the Adjustment Time; (H) accrued and unpaid vacation pay and sick leave related to any and all persons employed by any of the Helicon Companies; (I) one-half of the Taxes and fees described in Section 6.10(e); and (J) any other current liabilities which are reflected in the Financial Statements or, pursuant to GAAP, should have been but were not reflected in the Financial Statements.
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Examples of Adjustment Liabilities in a sentence

  • The attached Exhibit C sets forth illustrations of the operation of this Section 3.3(a) and the computation of the Adjustment Assets and the Adjustment Liabilities.

  • For purposes of this Agreement, "Closing Net Liabilities" means Adjustment Liabilities as of the Adjustment Time, decreased by Adjustment Assets as of the Adjustment Time.

  • If and to the extent that such Taxes and fees are included in Adjustment Liabilities pursuant to Section 2.4(b)(2), Seller's share of such Taxes and fees shall be paid by the Helicon Companies.

  • The Purchase Price shall be increased by the amount of the Adjustment Assets as of the Adjustment Time and shall be decreased by the Adjustment Liabilities as of the Adjustment Time.

  • The FrontierVision Companies may assign each of the Excluded Assets to the General Partner, its designees or any other Person prior to the Closing; provided that such assignments, either individually or in the aggregate, do not result in any adverse Tax consequence to any of the FrontierVision Companies which is not included in Adjustment Liabilities in the computation of Closing Net Liabilities.


More Definitions of Adjustment Liabilities

Adjustment Liabilities as defined in Section 2.05(c)(i)(A);
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Adjustment Liabilities is defined in Section 2.3(b).
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Adjustment Liabilities means the total, determined in accordance with GAAP, of the subscriber prepayments, subscriber credit balances (including, but not limited to, subscriber converter deposits) and other prepaid revenues held by Seller as of the Determination Time relating to System subscribers and for services to be rendered in connection with the System and Business after the Determination Time, and the following accrued liabilities of Seller as of the Determination Time relating to the System and the Business: (i) franchise fees, (ii) copyright fees, (iii) pole rentals, tower site lease rentals, office space lease rentals and other amounts payable in connection with any other leasehold interests comprising any part of the Purchased Assets, (iv) ad valorem and property taxes, (v) accrued vacation pay for any employees of Seller hired by Buyer on the Closing Date, (vi) accrued liabilities for utilities and other goods and services furnished to the System through the Closing Date, (vii) one-half of the filing fees paid to the FTC by Buyer in connection with the filing of one HSR Report pursuant to Section 5.3, and (viii) one-half of all sales, use, transfer, excise or license taxes, fees or charges required to be paid by Buyer pursuant to Section 2.4(b), after eliminating all intercompany items between and among the System, Seller, PVI, PVIH and Seller's Affiliates and all items payable under or with respect to Excluded Assets (with Buyer having no liability whatsoever with respect to such intercompany items and items relating to Excluded Assets). The Purchase Price shall be increased by an amount equal to the Capital Expenditures Amount, if any, as shown on the Preliminary Schedule. To the extent that Adjustment Liabilities as shown on the Preliminary Schedule exceed Adjustment Assets as shown on the Preliminary Schedule, the Purchase Price shall be decreased at the Closing by an amount equal to such excess and the Purchase Price as so adjusted, and as adjusted with respect to the Capital Expenditures Amount, if any, shall be the Preliminary Purchase Price payable by Buyer to Seller at Closing pursuant to Section 2.2. To the extent that Adjustment Assets as shown on the Preliminary Schedule exceed Adjustment Liabilities as shown on the Preliminary Schedule, the Purchase Price shall be increased by such excess and the Purchase Price as so adjusted, and as adjusted with respect to the Capital Expenditures Amount, if any, shall be the Preliminary Purchase Price payable by Buyer...
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Adjustment Liabilities means the categories of liabilities set forth on Schedule 2.5.6.
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Adjustment Liabilities means, with respect to a Contributed Entity, the sum of the following accounts (without duplication) of such Contributed Entity and any Intermediate Entity or Owning Entity that is wholly-owned by such Contributed Entity: (i) accounts payable and notes payable (including amounts due to related entities , line of credit borrowings and long-term debt other than that secured by mortgages or deeds of trust on the Real Property), (ii) all security deposits or escrow accounts held for the benefit of tenants or parties other than Contributed Entities, Intermediate Entities and Owning Entities, (iii) accrued tax liabilities, (iv) accrued expenses (including without limitation utility charges and items under the Operating Agreements), (v) deferred revenue and (vi) any other current liabilities (other than the current portion of long-term liabilities); in each case determined in accordance with generally accepted accounting principles applied consistently with the preparation of the Financial Statements; provided however that (i) in the case of First States Partners II, L.P., all accounts shall be adjusted to reflect the acquisition by Acquiror of an 89% interest and (ii) the accounts set forth on Schedule 1.1(a) hereto shall be excluded from Adjustment Liabilities.
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Adjustment Liabilities means the Capped Liabilities, customer deposits, the current portion of unearned maintenance revenues and all other liabilities classified as current liabilities in accordance with GAAP, without giving effect to the repayment of the Shareholder Debt and Bank Debt by Buyer pursuant to Section 2.2. For purposes of determining the Adjustment Liabilities as of June 30, 2004 and as of the Closing, no amount shall be included for accrued self insurance claims, as the Company will not be responsible for such claims after Closing (as further provided in Section 5.5(c)). In addition, the Adjustment Liabilities shall not include any accrual for Sellers' Legal Fees or Sellers' Accounting Fees for which the Company is not be responsible.
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Adjustment Liabilities means, without duplication, all current liabilities of the Business, including Transaction Expenses and any Indebtedness of the Business to the extent unpaid at Closing, other than any Tax liabilities and deferred Taxes, determined in accordance with GAAP (except as otherwise provided in this Agreement).
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