Balance Sheet Liabilities definition

Balance Sheet Liabilities means the amount of (i) trade accounts payable of the Seller (including the liability for payment of outstanding checks up to $3,470,000) to the extent reflected on the Closing Balance Sheet; (ii) the accrued (earned but not paid) salaries, wages, holiday pay, sick pay and vacation pay for the fiscal year in which the Closing Date occurs, with respect to the Hired Employees in the amount and to the extent reflected on the Closing Balance Sheet (the "Assumed Employment Obligations"), but excluding (A) any performance bonuses payable to the Hired Employees or (B) any severance pay obligations of Seller to the Hired Employees, other than pursuant to the Xxxxxxx Employment Contract, resulting from Seller's consummation of the transactions contemplated by this Agreement, (iii) all obligations of Image in connection with the $30,000,000 Development Authority of the City of Summerville, Georgia Exempt Facility Revenue Bonds (Image Industries, Inc. Project), Series 1997 (the "Pollution Control Bonds"), and (iv) all current liabilities of the Seller other than the Excluded Liabilities, but only to the extent such liabilities are reflected on the Closing Balance Sheet. The liabilities described in subsections (i) and (iv) of this Section 3.1(c) shall be limited to the types of liabilities included in the line items substantially of the same name in the unaudited balance sheet of the Business as of the end of fiscal July, 1998, furnished to Purchaser (the "Interim Balance Sheet") and shall be determined in accordance with and based upon Seller's historical practices and methods, provided that if such practices and methods deviate from GAAP, Balance Sheet Liabilities shall be determined in accordance with GAAP. All amounts of the type described in clause (ii) of this Section 3.1(c) that are payable with respect to any period ending on or prior to the Closing Date or that are required by GAAP to be accrued on the financial statements of the Seller as of the Closing Date, shall be fully reflected and accrued on the Closing Balance Sheet. Balance Sheet Liabilities shall not include any Excluded Liabilities.

Balance Sheet Liabilities means (without duplication) (i) trade accounts payable, plus (ii) accrued expenses, plus (iii) facilities-related debt (including equipment notes payables, other accounts payables and lease obligations), plus (iv) provision, if any, for ordinary course bonuses payable to the Transferred Employees, each as determined in a manner consistent with the preparation of the Financial Statements under JGAAP or SGAAP, as applicable.

Balance Sheet Liabilities. Liabilities reflected in the balance sheet of the Borrower;

Examples of Balance Sheet Liabilities in a sentence

• Balance Sheet Liabilities otherwise permitted under this Agreement (and all refinancing and recharacterizations thereof).

• All of Seafield's liabilities relating to the SLH Business which are referred to or which are reflected on the Balance Sheet as well as such liabilities which have been incurred by the SLH Business since September 30, 1996, other than such liabilities included in the Retained Liabilities (the "Balance Sheet Liabilities" with the such Retained balance sheet liabilities hereinafter referred to as the "Retained Balance Sheet Liabilities").

• The Estimated Purchase Price shall be determined from the books and records of the Seller; provided, however, that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c).

• The Final Closing Balance Sheet shall (x) fairly present the Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP.

• The Estimated Closing Balance Sheet shall (x) fairly present the estimated Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value, immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP.

More Definitions of Balance Sheet Liabilities

Balance Sheet Liabilities means all of the Liabilities reflected in the Final Statement, to the extent reflected thereon. “Book Value” means the book value of a given asset as determined in accordance with the Accounting Principles. “Business” has the meaning set forth in the Recitals.

Balance Sheet Liabilities means all liabilities that are required to be reflected in financial statements properly prepared in accordance with GAAP (excluding contingent liabilities other than those which meet the standards enunciated in Statement of Financial Accounting Standards No. 5, "Accounting For Contingencies").

Balance Sheet Liabilities means, as of any date of determination, the aggregate liabilities of the Business determined in accordance with the Accounting Policies.

Balance Sheet Liabilities means Liabilities of a type required to be reflected or reserved against on the balance sheet or notes thereto of the Company in accordance with GAAP.

Balance Sheet Liabilities. The total consolidated current liabilities of Holdco II and its subsidiaries identified as current liabilities (and subject to the treatments ascribed thereto) in the pro forma “HOLDCO II Balance Sheet for purpose of calculating NAV adjustment”, a copy of which is exhibited to this Agreement as Exhibit R.

Balance Sheet Liabilities means, with respect to the Business, the amount of (i) trade accounts payable of Seller (excluding those accounts that have been paid by Seller pursuant to issued checks that remain outstanding) that (A) were incurred in the Ordinary Course of Business consistent with past practices, and (B) are related directly to the Business or the Business Assets, but only to the extent such trade accounts payable are reflected on the Closing Balance Sheet, and (ii) all current Liabilities of Seller other than the Excluded Liabilities, but only to the extent such Liabilities are reflected on the Closing Balance Sheet, in each case determined in accordance with GAAP. Balance Sheet Liabilities shall not include any Excluded Liabilities. Notwithstanding the foregoing, and solely for purposes of Section 1.3 hereof, all references in the definition of Balance Sheet Liabilities to amounts reflected on the Closing Balance Sheet shall be deemed to mean and refer to amounts reflected on the unaudited balance sheet of the Business as of the end of the month preceding the date on which such estimate is furnished.

Balance Sheet Liabilities means all liabilities of the Company required to be included on the Company’s balance sheet, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end, except that income Tax liabilities and deferred Tax liabilities shall be excluded.