Closing Specified Liabilities definition

Closing Specified Liabilities mean the sum, without duplication, of (a) the Transaction Expenses, (b) the amount of Company Debt in excess of Cash as of the Closing, (c) Liabilities for accrued but unpaid income Taxes of Parent and the Company not yet due and payable and allocable to a Pre-Closing Tax Period and portion of any Straddle Period ending on the Closing Date, but excluding any deferred Tax Liabilities and reduced by the amount of any accrued income Tax refunds of Parent and the Company, in each case, calculated in accordance with GAAP and on the assumption that any Straddle Period ends on the Closing Date, and (d) any Tax Liabilities of Parent and the Company allocable to a Pre-Closing Tax Period and portion of any Straddle Period ending on the Closing Date, in each case, on the assumption that any Straddle Period ends on the Closing Date, the payment of which is deferred prior to the Closing Date, to a taxable period (or portion thereof) beginning on or after the Closing Date pursuant to the CARES Act.
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Closing Specified Liabilities has the meaning set forth in Section 2.3(a)(v) (Closing Share Statement);
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Closing Specified Liabilities. As defined in Section 2.9(d).
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Examples of Closing Specified Liabilities in a sentence

  • The Parent does not have any Liabilities other than Liabilities incurred in connection with the Transactions that will be included in the computation of the Closing Specified Liabilities.

  • The aggregate purchase price for the Membership Interests (the “Purchase Price”) shall be (i) an amount in cash equal to $200,000,000 less the Closing Specified Liabilities (the “Closing Cash Consideration”) and (ii) 10,000,000 shares of SPAC Surviving Entity Common Stock (the “Stock Consideration”).

  • If any of the Closing Specified Liabilities are greater than the corresponding Specified Liability Amounts set forth on Schedule 2.9(a) in effect as of the date hereof, the Specified Liability Amount shall be increased by the amount of such difference.

  • The Closing Specified Liabilities Statement shall be prepared using a methodology that values each Specified Liability at 100% of the potential gross value of such liability (e.g., if the value of a Specified Liability is $1,000 but the expected settlement of such Specified Liability is $950, the amount to be put into the Specified Liability Escrow Account shall be $1,000).

Related to Closing Specified Liabilities

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Indemnified Amounts The meaning specified in Section 10.1(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if: