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):

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

• 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.

• 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.

• 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.

More Definitions of Adjustment Liabilities

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 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.

Adjustment Liabilities means accounts payable and accrued expenses of the Company, any prepayment penalties on Indebtedness (assuming repayment thereof at the Effective Time) and all unrecorded liabilities of the Company that are properly accruable under GAAP, with appropriate year-end adjustments as of the Effective Time, all determined in a manner consistent with GAAP (including the amount of any federal excise tax that may be assessed as a result of the sale to Buyer of the Common Stock held by the ESOP), subject to the following provisions:

Adjustment Liabilities is hereby deleted in its entirety and replaced with the following:

Adjustment Liabilities means the categories of liabilities set forth on Schedule 2.5.5, as adjusted by the AP Adjustment and the Software License Adjustment.”

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.