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):
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.
Adjustment Liabilities as defined in Section 2.05(c)(i)(A);
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.
Permit the FrontierVision Companies to incur any additional indebtedness for borrowed money except pursuant to the Debt Documents listed in Section 3.8 of FrontierVision's Disclosure Schedule and that (if not repaid at or prior to the Closing) is included in Adjustment Liabilities in the computation of Closing Net Liabilities.
If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Seller Outstanding Checks, and Adjustment Liabilities the terms set forth in such definitions shall control.
If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control.
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.
More Definitions of Adjustment Liabilities
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 3.4(b) and as adjusted in the Post-Closing Certificate described in Section 3.4(c), calculated in accordance with GAAP consistently applied and in a manner consistent with the preparation of the Financial Statements and to reflect the principle enunciated in Section 3.4(a):
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.
Adjustment Liabilities is defined in Section 2.3(b).
Adjustment Liabilities has the meaning set forth on Schedule 2.5.5.
Adjustment Liabilities means, without duplication, all current liabilities of TPGC and the Subsidiaries as of the Effective Time, determined in accordance with GAAP, which, notwithstanding the foregoing, shall include Sellers' Expenses that have not been paid by TPGC or any of its Subsidiaries prior to the Closing Date, but shall exclude (i) any Indebtedness for Borrowed Money with respect to which a deduction has been made in calculating the Purchase Price in Section 2.2; (ii) any transfer taxes, filing fees or other similar expenses, fees and liabilities resulting from the transactions contemplated by this Agreement that Buyer is obligated to pay hereunder; and (iii) any amounts in respect of capital expenditures incurred by TPGC or any of the Subsidiaries after the Cap-X Reimbursement Date, which are accrued but remain unpaid, subject to the following provisions:
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...
Adjustment Liabilities means an amount (without double counting) equal to the sum of the Dollar amount of (a) all current liabilities of the Company (determined in accordance with GAAP, which shall be applied in a manner consistent with the Company Financial Statements to the extent they are consistent with GAAP), (i) including the current portion of any of the following: accounts payable, royalties payable, and other reserves (excluding any such reserves to the extent they relate to items that have been specifically excluded from this definition), accrued bonuses, accrued vacation, Company Personnel expense obligations and deferred revenue but (ii) excluding all Tax liabilities of the Company, and (b) all Indebtedness of the Company; provided, that no Third Party Expenses shall be included in the definition of Adjustment Liabilities.