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.

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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.

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

Examples of Closing Current Liabilities in a sentence

Any Seller Dispute Notice shall specify those items or amounts as to which Sellers’ Representative disagrees, and Sellers’ Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet, the Buyer Working Capital Certificate, and the calculation of Closing Current Assets and Closing Current Liabilities delivered pursuant to Section 2.03(a).
If Buyer and Sellers’ Representative are unable to reach such agreement during such period, they shall promptly thereafter cause the Neutral Arbiter promptly to review the disputed items or amounts for the purpose of calculating Closing Current Assets and Closing Current Liabilities in accordance with the provisions of this Agreement.
On the basis of the Closing Financial Statements, the New Company's accountants shall compute Closing Indebtedness, Closing Current Assets, Closing Current Liabilities and Closing Current Indebtedness.
In making such calculation, such independent accounting firm shall consider only those items or amounts in Buyer’s calculation of Closing Current Assets or Closing Current Liabilities as to which Sellers’ Representative has disagreed.
In the event that Seller notifies Purchaser of objections to the Accountant's Current Liabilities Report, Purchaser and Seller shall instruct the Accountant to deliberate with Seller's Accountant and make a final and binding determination of the Closing Current Liabilities acceptable to Seller's Accountant ("Adjusted Accountant's Current Liabilities Report").

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

Closing Current Liabilities means all Current Liabilities of the Corporation determined as of the Closing Time; provided that all Liabilities of the Corporation under the ▇▇▇▇▇ Note and the ▇▇▇▇▇ Facility Use Liabilities shall be excluded from Closing Current Liabilities.

Closing Current Liabilities means the sum of: a. Accounts payable b. Accrued compensation and benefits c. Short-term deferred revenue d. Other current liabilities For the avoidance of doubt, Closing Current Liabilities shall not include any (i) Deal Related Severance, (ii) Change of Control Bonuses, (iii) Transferred Pension Liabilities, (iv) Indebtedness, (v) expenses described in Section 10.3 of the Agreement, (vi) any Taxes recoverable from Buyer under Section 6.8(a)(ii)(g) of the Agreement, (vii) asset retirement obligations, (viii) accounts payable owed with respect to assets that have been capitalized, or (ix) Excluded Liabilities. For the avoidance of doubt, Closing Net Working Capital shall not include intercompany receivables or payables (other than the Assumed Intercompany Payables or Assumed Intercompany Receivables).

Closing Current Liabilities shall have the meaning set forth in Section 2.1.