Closing Working Capital Liabilities means the sum of certain current liabilities of the Company as of the close of business on the Closing Date, as such liability accounts are described on Exhibit I.
Closing Working Capital Liabilities means the aggregate of payables, accrued liabilities (excluding FASB Liability), corporation tax and provisions falling due within 12 months as of the Closing Date and as set out on the Closing Date Balance Sheet (it being understood that Closing Working Capital Liabilities shall not include deferred income or amounts included in Intra-Group Indebtedness (noting that the accrued liabilities in respect of amounts paid to Powergen shall be zero on the understanding that any liability due to Powergen shall be settled in full on or prior to Closing)). For the avoidance of doubt, reference is hereby made to the Base Working Capital Schedule;
Closing Working Capital Liabilities means the sum of the categories of liabilities of the Sold Companies and the Sold Subsidiaries set forth on Exhibit A-2 under the heading “Working Capital Liabilities”, on a combined basis, as of the Effective Time, in each case calculated strictly in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Liabilities include any (a) amounts that constitute Closing Indebtedness, (b) Intercompany Accounts payable, (c) liabilities related or attributable to Taxes (including any deferred Tax liabilities), or (d) any other category of Liabilities of the Sold Companies and the Sold Subsidiaries that are not expressly included as line items on Exhibit A-2 under the heading “Working Capital Liabilities.
Examples of Closing Working Capital Liabilities in a sentence
For the avoidance of doubt and solely for the purposes of this Clause 7, (i) any accounts due to creditors classified within the Base Working Capital Liabilities in the March Balance Sheet shall not be reclassified as creditors falling due after more than 12 months in the Closing Date Balance Sheet; and (ii) accounts due to creditors falling due after more than 12 months shall not be reclassified within Closing Working Capital Liabilities.
Creditors Re-allocation For the avoidance of doubt and solely for the purposes of this Clause 7, (i) any accounts due to creditors classified within the Base Working Capital Liabilities in the March Balance Sheet shall not be reclassified as creditors falling due after more than 12 months in the Closing Date Balance Sheet; and (ii) accounts due to creditors falling due after more than 12 months shall not be reclassified within Closing Working Capital Liabilities.
More Definitions of Closing Working Capital Liabilities
Closing Working Capital Liabilities means the sum of the following liabilities of the Acquired Companies as of the close of business on the Closing Date, as such liability accounts are set forth on the Current Balance Sheet, in each case determined consistent with past practice: (A) accounts payable and (B) accrued liabilities; provided, however, that in no event will Closing Working Capital Liabilities include any (1) amounts reserved on the Current Balance Sheet for claims (x) by current or former Service Providers, or (y) relating to warrants or other similar rights to acquire any Company Capital Shares or (2) amounts included in Closing Indebtedness or Closing Company Payments.
Closing Working Capital Liabilities in Section 1.1 of the Agreement is hereby further amended by inserting immediately after the second occurrence of “December 28, 2012” therein the following: (but including such Liabilities that are paid or payable with respect to the termination of employment of the employee set forth on Schedule 1.1(l), which Liabilities shall be Assumed Liabilities)
Closing Working Capital Liabilities in Section 1.1 of the Agreement is hereby further amended by inserting the following at the end of the first sentence thereof: ; provided, further, that, to the extent the Company pays in cash, on or after the Initial Closing Date but within ten (10) Business Days after the US Employment Commencement Date, any amounts with respect to Liabilities for (i) the accrued and unused vacation pay, sick leave, personal business leave, floating holiday or paid time off benefits of the Transferred U.S. Employees whose place of employment is designated as California, as estimated on Schedule 1.1(m), (ii) accrued and unused vacation pay for the U.S. Employees set forth on Schedule 1.1(n) for that portion of accrued vacation that is in excess of 200 hours for each such U.S. Employee as of the US Employment Commencement Date, such portion with respect to each such U.S. Employee as estimated on Schedule 1.1(n), and (iii) the accrued and unused floating holiday benefits of the Transferred U.S. Employees whose place of employment is designated as Alaska or New Jersey, as estimated on Schedule 1.1(o), the accrual for such amounts set forth in the foregoing clauses (i), (ii) and (iii) included in Closing Working Capital Liabilities shall be reduced by the aggregate amount of any such cash payments (without duplication) made by the Company.
Closing Working Capital Liabilities means the aggregate amount, as of 11:59 p.m. local time on the Closing Date, of accounts payable, income taxes and other current liabilities that are included in the Total Dearborn Liabilities. Other current liabilities will include an accrual for vacation entitlement for 1996 determined on a pro rata basis for the year.
Closing Working Capital Liabilities means the sum of the following liabilities of each Seller included in the Assumed Liabilities, on a consolidated basis, as of the close of business on the Closing Date: (a) accounts payable and (b) accrued current liabilities, including with respect to accrued vacation for Other Business Employees; each of (a) and (b) as determined in accordance with the Balance Sheet Principles; provided, however, that in no event will Closing Working Capital Liabilities include any deferred Tax liabilities or any amounts that constitute Closing Indebtedness.
Closing Working Capital Liabilities means the sum of the categories of liabilities set forth on Exhibit A-2 under the heading “Working Capital Liabilities”, of each Asset Seller included in the Assumed Liabilities and such liabilities of the Sold Companies and the Sold Subsidiaries, on a consolidated basis, as of the Effective Time, in each case calculated in accordance with the Accounting Methodology; provided, however, that in no event will Closing Working Capital Liabilities include any (i) amounts that constitute Closing Indebtedness, (ii) current or deferred Liabilities related or attributable to Taxes (other than current Liabilities related or attributable to Non-Income Taxes which, for the avoidance of doubt, shall be included as Closing Working Capital Liabilities), (iii) Intercompany Account payable, (iv) any Transaction Expense, or (v) any amounts in respect of DCAA Liabilities.
Closing Working Capital Liabilities and "Closing Net Amount" have the respective meanings given such terms in Section 4.2. "Code" means the Internal Revenue Code of 1986, as amended.