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 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.

• 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.

• 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.

• 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.

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 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 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 and "Closing Working Capital Amount" have the respective meanings given such terms in Section 4.02.

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).

Closing Current Liabilities mean (i) amounts payable by the Business in the future to, but not yet invoiced by, the NRTC on account of the period prior to Closing; and (ii) other current liabilities of the Business which the Parties agree in writing are to be assumed by Purchaser hereunder (other than the Equipment Financing Facility, which shall not be assumed by Purchaser).