Current Liabilities Assumed definition

Current Liabilities Assumed means the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The adjustment shall be settled in cash (which shall be set-off from moneys due the Company pursuant to the Business Management Agreement) or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact of net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income settled in cash or Vision 21 Common Stock at Vision 21's option.
Current Liabilities Assumed means the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes). The adjustment shall be settled in cash or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.
Current Liabilities Assumed means the balances (on an accrual basis) as of April 30, 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Merger Consideration shall be increased or reduced to reflect the difference between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove. The adjustment shall be settled in cash (which shall be set-off from moneys due New P.C. pursuant to the Business Management Agreement) or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.

Examples of Current Liabilities Assumed in a sentence

  • The term "Current Liabilities Assumed" shall mean the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses).

  • Each of the parties to this Agreement acknowledge and agree that it is the intent of such parties that each item or component of the calculation of Current Liabilities, Assumed Indebtedness and Company Expenses shall only be included in one such calculation, and in no event shall any such item or component be included in more than one such calculation.

  • The term "Current Liabilities Assumed" shall mean the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes).

  • The term "Current Liabilities Assumed" shall mean the balances (on an accrual basis) as of March 31, 1998 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses).

  • The Purchase Price shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Partnership as of May 31, 1997.

  • The term "Current Liabilities Assumed" shall mean the audited balances as of May 31, 1997, of trade accounts payable (excluding any pertaining to the Optical Assets), accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses).

  • The Purchase Price shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of December 1, 1997.

  • The Purchase Price shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of May 31, 1997.

  • The term "Current Liabilities Assumed" shall mean the audited balances as of May 31, 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses).

  • The term "Current Liabilities Assumed" shall mean the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt, income and franchise taxes, and accrued shareholder expenses).


More Definitions of Current Liabilities Assumed

Current Liabilities Assumed means the audited balances as of May 31, 1997, of trade accounts payable (excluding any pertaining to the Optical Assets), accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The adjustment shall be settled in cash (which shall be set-off from moneys due the Practice, pursuant to the Business Management Agreement) or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact of net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income settled in cash or Vision 21 Common Stock at Vision 21's option.
Current Liabilities Assumed means the balances (on an accrual basis) as of March 31, 1998 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Non-Optometric Asset Purchase Price shall be increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to herein above. The adjustment shall be settled in cash or Vision 21 common stock (at the option of Vision 21), which in the case of a reduction in the Purchase Price may be set-off from monies and/or Vision 21 common stock held back in accordance with SCHEDULE 1.4, or set-off from monies due the Seller pursuant to the Business Management Agreement. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 common stock (at the option of Vision 21) as provided in this Section 1.7(a).
Current Liabilities Assumed means the balances (on an accrual basis) as of December 1, 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Purchase Price shall be increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove; in the case of an increase in the Purchase Price, such adjustment shall be settled in cash or Vision 21 common stock (at the option of Vision 21), or in the case of a reduction in the Purchase Price, such adjustment shall be settled by a set-off from monies due the Seller pursuant to the Business Management Agreement described in Section 2.2 of this Agreement. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income; in the case of an increase in the Purchase Price, such adjustment shall be settled in cash or Vision 21 common stock (at the option of Vision 21), or in the case of a reduction in the Purchase Price, such adjustment shall be settled by a set-off from monies due the Seller pursuant to the Business Management Agreement. The parties acknowledge and agree that Seller has recently put into place a new computer billing system which has delayed the collection of Seller's accounts receivable and such increased amount of accounts receivable (and the current portion of the indebtedness with respect to the line of credit with Bank One of Arizona entered into in connection with the delayed collection of accounts receivable) shall not be taken into account in calculating any working capital adjustment contemplated in this Section 1.7(a).
Current Liabilities Assumed means the balances (on an accrual basis) as of November 30, 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The Non-Optometric Asset Purchase Price shall be increased or reduced to reflect the difference (on a dollar for dollar basis) between the Current Assets and Current Liabilities and the customary amounts referred to herein above. The adjustment shall be settled in cash, which in the case of a reduction in the Purchase Price may be set-off from monies due the Seller pursuant to the Business Management Agreement. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Purchase Price shall be increased or reduced to reflect the impact on net income, settled in cash as provided in this Section 1.7(a).
Current Liabilities Assumed means the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes and accrued shareholder expenses). The adjustment shall be settled in cash (which shall be set-off from moneys due New P.C. pursuant to the Business Management