Closing Current Liabilities definition

Closing Current Liabilities means, in each case as determined as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, the current Liabilities of the Business that are specifically listed by type as set forth in Section 1.01(c)-2 of the Disclosure Letter, calculated in accordance with the Purchase Price Calculation/Accounting Principles or, with respect to Taxes, the Tax Allocation Principles.

Closing Current Liabilities has the meaning set forth in Section 2.1.

Closing Current Liabilities means the current liabilities of the Company as of the Closing, calculated in accordance with GAAP (but not taking into account the Company Promissory Notes (as defined below)). Closing Current Assets and Closing Current Liabilities shall be determined by the Purchaser in good faith at the time of the Closing and shall be conclusive.

Examples of Closing Current Liabilities in a sentence

• In the event that Seller notifies Purchaser of objections to the Current Liabilities Report within the Current Liabilities Objection Period, Purchaser and Seller shall either agree upon Closing Current Liabilities or instruct the Accountant to make a determination ("Accountant's Current Liabilities Report") of the Closing Current Liabilities within 20 days after delivery of such instructions, whereupon the Accountant shall deliver the Accountant's Current Liabilities Report to Purchaser and Seller.

• Closing Net Working Capital: an amount equal to Closing Current Assets less Closing Current Liabilities.

• Within 45 days after Closing, Purchaser shall deliver to Seller a report (the "Current Liabilities Report"), showing in detail its final determination of Closing Current Liabilities, together with any documents substantiating the Current Liabilities Report.

• If the Final Insurance Liabilities Amount included in the Final Insurance Liabilities Statement for Buyer’s 2014 fiscal year is less than the amount of Insurance Liabilities included in Closing Current Liabilities, then the outstanding principal balance of the Note shall be increased by such shortfall, and Buyer and Seller shall memorialize such adjustment to the Note in writing.

• No later than three Business Days prior to the Closing, Seller shall deliver to Buyer a reasonably detailed statement (the “Estimated Net Working Capital and Closing Cash Statement”) setting forth, in each case along with the related calculations, Seller’s good faith estimates of Closing Net Working Capital (such estimate, the “Estimated Net Working Capital”), Closing Cash (such estimate, the “Estimated Closing Cash”), Closing Current Assets and Closing Current Liabilities.

More Definitions of Closing Current Liabilities

Closing Current Liabilities means the amount of the current liabilities of the Company in the liability categories set forth on Exhibit C, as of the Closing, as determined in accordance with GAAP. “Closing Current Liabilities” shall exclude (a) Company Expenses, (b) Company Debt and (c) Employee Obligations.

Closing Current Liabilities means the amount of the current liabilities of the Company in the liability categories set forth on Exhibit E, as of the close of business on the Closing Date, as determined in accordance with GAAP, plus the amount of (i) Company Expenses to the extent not withheld from the Closing Merger Consideration pursuant to Section 1.3(d)(i), (ii) Company Debt to the extent not withheld from the Closing Merger Consideration pursuant to Section 1.3(d)(ii), and (iii) Employee Obligations to the extent not withheld from the Closing Merger Consideration pursuant to Section 1.3(d)(iii)), in each case as reflected on the Final Closing Date Balance Sheet.

Closing Current Liabilities means Current Liabilities as of the Adjustment Time, determined in accordance with Section 2.4(e).

Closing Current Liabilities means the aggregate amount, as of the Valuation Time, of all (i) accounts payable and (ii) other current liabilities, that are included in the Total Subject Liabilities and the Amicon Companies Liabilities, computed in accordance with Section 4.03.

Closing Current Liabilities means all current liabilities of the Group Companies as of immediately prior to the Closing, as determined on a consolidated basis in accordance with GAAP.

Closing Current Liabilities means an amount, determined as of the Effective Date, equal to the sum of all accounts payable, accrued Taxes, accrued expenses and other current liabilities of Sellers. Closing Current Liabilities, and each component thereof, shall be determined in accordance with generally accepted accounting principles in the United States.

Closing Current Liabilities has the meaning set forth in Section 2.5(b). “Closing Date” has the meaning set forth in Section 2.2(d).