Closing Liabilities definition

Closing Liabilities mean all Liabilities of the Business as of the Closing Date that are Assumed Liabilities, calculated in accordance with the Accounting Principles.

Closing Liabilities means accounts payable, liabilities to customers, accrued Taxes (including Federal and State corporate income taxes) and accrued expenses, including, but not limited to, payables to any of the Company’s Affiliates, managers, employees, officers or members and any of their respective Affiliates, deferred Tax liabilities and any outstanding Indebtedness (as defined herein), 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. Current Liabilities shall specifically not include (a) unrealized loss on investments, (b) any reserves for rent payable, and (c) payables associated with unsettled trades.

Closing Liabilities. All obligations, net of any amounts in escrow accounts to provide for any such obligations, of each of the Companies at the Closing Date that are or should be included as liabilities on the consolidated balance sheet of the Companies as of said date in accordance with generally accepted accounting principles in Argentina.

Examples of Closing Liabilities in a sentence

• Prior to the end of such twenty (20) day period, the Stockholders’ Representative shall notify Parent in writing of any disagreement the Stockholders’ Representative has with the Final Balance Sheet or the Statement of Closing Liabilities (a “Notice”).

• Although it rents out its facilities to various individuals or groups that are not associated with its religion, Camp Arnes has always intended this service to be part of its broader religious mission and outreach and not primarily a commercial activity.

• In the event a Notice is not provided to Parent by the Stockholders’ Representative during such twenty (20) day period, the Final Balance Sheet and the Statement of Closing Liabilities, and the Post-Closing Adjustment resulting therefrom, shall be deemed accepted by the Stockholders’ Representative and final and binding on the Parties hereto and the Participating Holders shall have no further right to disagree therewith.

• At the Closing, AgeX shall assume the AgeX Liabilities that are, at the time of Closing, Liabilities of any BioTime Group Member rather than direct liabilities of any AgeX Group Member (the “Assumed BioTime Liabilities”) by delivery of an assumption agreement to BioTime, substantially in the form of Exhibit B (each, an “Assumption Agreement”).

• At the Closing, the Shareholders shall ------------------------- deliver a balance sheet of the Company as of the business day immediately preceding the date of the Closing (the "Closing Balance Sheet"), in each case, prepared in accordance with United States generally accepted accounting principles ("GAAP") excluding notes, together with a detailed list of all accrued expenses and liabilities of the Company as of the Closing Date as determined in accordance with GAAP (the "Closing Liabilities Schedule").

More Definitions of Closing Liabilities

Closing Liabilities means all liabilities of the Company as of the open of business on the Closing Date, including accounts payable, accrued Taxes and accrued expenses, Transaction Expenses and Indebtedness of the Company to the extent not paid or otherwise satisfied prior to or in connection with Closing, determined in accordance with GAAP, but excluding any Convertible Notes and accrued interest on those notes that will be converted into shares of Company Note Conversion Common Stock prior to Closing.

Closing Liabilities means, without duplication and to the extent not included in Funded Indebtedness, Net Working Capital or Seller Expenses, and to the extent not paid in full prior to or at the Closing, (i) any payments owing by the Company under stock appreciation rights, phantom equity or similar plans, in each case attributable to periods prior to the Closing, plus the Company’s share of any payroll Taxes due in connection with any such payments, (ii) deferred compensation, severance, bonus and profit sharing payments of the Company to employees attributable to pre-Closing periods, plus the Company’s share of any payroll Taxes due in connection with any such payments, (iii) any sale bonuses, profit sharing payments, change in control bonuses or retention bonuses that become payable by the Company upon, and solely by reason of, the consummation of the transactions contemplated hereby and that were incurred by the Company prior to the Closing, plus the Company’s share of any payroll Taxes due in connection with any such payments, and (iv) all Taxes of the Company (a) with respect to a taxable period ending on or prior to the Closing Date, the Tax Returns for which have not been filed on or before the Closing Date, and (b) for the portion of fiscal year 2018 ending on the Closing Date (determined in accordance with Section 6.8.1). The determination of clause (iv) in the preceding sentence shall, to the extent permitted by applicable Tax law, treat any deductions for Seller Expenses or Closing Liabilities available to the Company as deductions in such pre-Closing period.

Closing Liabilities has the meaning set forth in Section 2.1.

Closing Liabilities means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, asserted or unasserted, liquidated or unliquidated, or due or to become due) and including all costs and expenses thereto, but which arises from events which have occurred prior to the Closing, other than debts, liabilities or obligations arising from events which have occurred after the Closing and obligations to perform arising after the Closing pursuant to contracts of the Company in force at the Closing Date.

Closing Liabilities means the amount of Indebtedness of the Company and Non-Ordinary Course Liabilities, in each case determined as of the Closing Date in accordance with GAAP in a manner consistent with the historical accounting policies and procedures used in preparing the Year-End Financials.

Closing Liabilities means deferred revenue of the Company, as set forth on the Latest Balance Sheet as the target for December 15, 2013. For the avoidance of doubt, Closing Liabilities shall not include any Tax liabilities.

Closing Liabilities has the meaning given to it in Section 3.6(a).