Deducted Liabilities definition

Deducted Liabilities means the dollar amount of all obligations (without duplication) of Seller in respect of Liabilities (other than Taxes) that give rise to Encumbrances on the Purchased Assets.

Deducted Liabilities shall have the meaning ascribed to such term in Section 1.5(b) of this Agreement.

Deducted Liabilities means (i) liabilities (other than the long term portion of the liabilities of the Acquired Entities under leases which are treated as capital leases under GAAP as of the Closing Date) required by GAAP to be reflected on the consolidated balance sheet of the Acquired Entities on the Closing Date, (ii) the outstanding balance of all Advances under the Loan Agreement as of the Closing Date (without duplication of liabilities provided for in clause (i) above), as of the Closing Date and (iii) all customer deposits, prepaid sales and similar items, including specifically, those related to that certain customer deposit of $1.5 million from Memcorp Inc. to the Company and similar arrangements (without duplication of liabilities provided for in clause (i) above). "Parent Adjusted Capital" shall be the number of shares of Parent Common Stock that are outstanding immediately prior to Closing (the "Gross Shares") less any shares of Parent Common Stock (the "Adjustment Shares") issued by Parent subsequent to September 30, 2001 in connection with any merger, consolidation, business combination, investment or other similar transaction pursuant to which Parent acquires (x) 50% or more of the voting power of any Entity or (y) all or

Examples of Deducted Liabilities in a sentence

• Payoff letters reasonably satisfactory to the Purchaser from all holders of Deducted Liabilities that relate to borrowed money, affirming that all Encumbrances associated therewith on the Purchased Assets shall have been terminated or will automatically be terminated upon receipt of the funds set forth therein, including any necessary Uniform Commercial Code termination statements or other releases, in each case, in form and substance reasonably satisfactory to Purchaser.

• For the avoidance of doubt, Deducted Liabilities shall not include any amounts payable under the Subordinated Note, which shall be cancelled effective as of the Closing in accordance with its terms.

• At least two Business Days prior to the Closing Date, Seller will estimate in good faith the amount of the Deducted Liabilities and Closing Working Capital, respectively, and will deliver to the Purchaser a certificate (the “Closing Certificate”) setting forth such estimates, together with the calculation of the Closing Cash Consideration calculated as set forth in the definition of “Closing Cash Consideration”, as well as each Equityholder’s Percentage.

• In the form attached hereto as Exhibit C is Seller’s estimate in good faith of the amount of the Deducted Liabilities and Closing Working Capital, respectively, and a certificate (the “Closing Certificate”) setting forth such estimates, together with the calculation of the Cash Consideration calculated as set forth in the definition of “Cash Consideration”.

• Draft estimates of the Estimated Deducted Liabilities, Estimated Closing Working Capital, Estimated Severance Amount and Estimated Closing Cash Consideration as of December 31, 2019 are attached as Schedule 2.4. The Closing Certificate shall contain reasonable detail supporting the Seller’s calculations of each of the Deducted Liabilities, and the Closing Working Capital and the Severance Amount.

More Definitions of Deducted Liabilities

Deducted Liabilities means the long term debt and capital lease obligations reflected on the most recent balance sheet of the Dialysis Companies included in three Financial Statements in the approximate amount of $4,000,000.

Deducted Liabilities means, as of any measurement date: (i) all Unsecured Liabilities (other than the Revolving Loans) of Borrower and the Consolidated Subsidiaries (other than the Subsidiaries referred to in clauses (ii), (iii) and (iv) of the definition of "Relevant Subsidiaries") outstanding as of such measurement date (including, without limitation, Borrower's obligations with respect to the principal amount then outstanding of all Liabilities of Recom & Co., S.N.C.); plus (ii) the Leased Property Cost as of such measurement date; plus (iii) the outstanding principal amount of the Revolving Loans as of such measurement date, all without duplication of any amounts in this definition of Deducted Liabilities.

Deducted Liabilities means the total Euro amount of the following Liabilities (a) all financial indebtedness (including all outstanding liabilities from the Seller, any capital loans and subordinated loans except for the Aggregate Capital Loan Amount), any accrued interests (including interest recorded as obligatory reserves and interests accrued on any capital loans, whether recognised or not except for interest included in the Aggregate Capital Loan Amount) and penalties thereon and any, factoring arrangements, and any other interest-bearing liability of the Company as per the Closing Date,

Deducted Liabilities means (i) the dollar amount of all obligations (without duplication) of the Group Companies in respect of Liabilities that give rise to Encumbrances on the Purchased Assets and (ii) the transaction expenses of the Group Companies owed to the Persons set forth on the Closing Certificate for whom wire information and the identity of the Person to be paid is listed. With respect to clause (ii) of this definition, Parent, Purchaser or Purchaser Subsidiary shall pay the amount enumerated to each such Person listed on and in accordance with the Closing Certificate at the Closing.

Deducted Liabilities with respect to the Company and its Subsidiaries means, without duplication, (i) any Indebtedness of such Persons, (ii) Unpaid Pre-Closing Income Taxes, (iii) the Unfunded Pension Liabilities, (iv) an amount equal to $5,000,000 minus the aggregate amount paid in respect of the legal settlements set forth on the Settlements Schedule during the period commencing on the date hereof and ending immediately prior to the Closing, (v) the aggregate amount of unpaid severance payable to employees of the Company and its Subsidiaries whose employment was terminated prior to May 30, 2018, but excluding any severance payable to Xxxxxxx Xxxxxxxxx or other severance for which there is restricted cash on the Closing Balance Sheet, which restricted cash is not included in Closing Cash (in each case, including the employer’s portion of any payroll Taxes payable in connection with any such amounts), (vi) the Deducted Retention Bonus Amount, (vii) any unpaid management fees payable to Seller or any member of the Seller Group and (viii) any guaranty by the Company or its Subsidiaries of any indebtedness of any other Person of a type described in clauses (i) through (vii). Notwithstanding the foregoing, Deducted Liabilities shall not include (a) any intercompany obligations solely between or among the Company or any of its Subsidiaries, (b) the First Out Lender Amount or the amounts payable to Lender under the Financing Agreement, solely to the extent released as of the Closing, (c) any current liabilities to the extent included in Closing Working Capital and (d) any amounts reimbursable and not yet reimbursed by Buyer pursuant to Section 6.09(a) (in which event such amounts so excluded shall no longer be subject to reimbursement hereunder). For the avoidance of doubt, Deducted Liabilities shall not include any amounts payable under the Subordinated Note, which shall be cancelled effective as of the Closing in accordance with its terms.

Deducted Liabilities means the difference on the Closing Date of (a) the sum of (i) all unpaid principal, accrued interest and other charges of, on or related to all funded debt, capitalized lease obligations and long term liabilities of VoiceCom (including the current portion thereof) , (ii) all payment obligations of VoiceCom to holders of VoiceCom capital stock (including payments of accrued dividends to former holders of VoiceCom Preferred Stock), (iii) the amount, if any, by which the sum of (A) the "total accounts payable - trade" of VoiceCom and (B) the "accrued

Deducted Liabilities means all Liabilities of the Company as of the time of the Closing, including, without limitation, deferred taxes, contingent Liabilities, Liabilities not created in the ordinary course of business, Liabilities which involve the possibility of litigation or damages, or Liabilities which have been in existence more than 60 days; provided, however, that Deducted Liabilities shall not include Agreed Deferred Tax Liabilities or Current Liabilities reflected in the Estimated Working Capital Statement, including Agreed Payables.