Excluded Current Liabilities means (i) Excluded Affiliate Payables, (ii) short term borrowings from Affiliates, (iii) current income taxes payable by Qwest, (iv) dividends payable to Qwest, (v) merger related reserves, (vi) general reserves, (vii) errors and omissions reserves (included within the "Other accrued liabilities" line item in the Holding Audited Financial Statements), (viii) accrued taxes, (ix) "Capital Funding - Dex Holdings," and (x) bank overdrafts, in each case, such item determined consistent with the Holding Audited Financial Statements.
Excluded Current Liabilities means all current liabilities of the Business, including without limitation accounts payable and accrued freight, as of the Effective Time.
Excluded Current Liabilities means any long-term debt due currently (as used in the Pro Forma Balance Sheet), any retiree obligations included in employee related payables (as used in the Pro Forma Balance Sheet), preferred stock dividends (as used in the Pro Forma Balance Sheet) and accrued incentive plan obligations included in other accrued liabilities (as defined in the Pro Forma Balance Sheet).
Examples of Excluded Current Liabilities in a sentence
The payment of all accounts payable of Seller and all other Excluded Current Liabilities shall be the responsibility of Seller, as further set forth in Section 7.10 hereof.
For purposes of this Agreement, “Net Working Capital” means, as of any date, the current assets solely relating to the Business (other than Excluded Current Assets) less the current liabilities solely relating to the Business (other than Excluded Current Liabilities).
More Definitions of Excluded Current Liabilities
Excluded Current Liabilities means the Seller Transaction Costs to be paid at Closing as described in Section 2.2(b) of the Agreement, the Maryland Indebtedness, any deferred income Tax liabilities, Debt and accrued interest, including any amounts due and owing by the Company to the Seller or any Affiliate of the Seller.
Excluded Current Liabilities means all current liabilities of the Business excluded from the Base Working Capital computation as set forth on Part F of Schedule 1.1. "Excluded Real Property" means the real property described on Part A of Schedule 1.1 as being retained by Seller, including the real property utilized in or for Seller's hydrazine/ketazine plant and the caustic terminals at Lake Charles, Louisiana, and all other Real Property owned by Seller at Lake Charles, Louisiana that is not described on Part A of Schedule 1.1. "Final Closing Working Capital" has the meaning set forth in Section 2.3(b). "Final Purchase Price" shall mean the Base Purchase Price (i) plus an amount, if any, equal to the amount by which the Final Closing Working Capital exceeds the Working Capital Upper Limit or (ii) minus an amount, if any, equal to the amount by which the Working Capital Lower Limit exceeds the Final Closing Working Capital, as the case may be; PROVIDED, HOWEVER, that if neither the foregoing clause (i) or (ii) is applicable, the Final Purchase Price shall equal the Base Purchase Price. "Financial Statements" has the meaning set forth in Section 3.4.
Excluded Current Liabilities means all current and other liabilities of Seller and the Seller Subsidiaries to the extent identified as “Excluded Current Liabilities” on Schedule 1.01(g) to the Seller Disclosure Schedule.
Excluded Current Liabilities means liabilities of the type described in paragraph 5 of Schedule 1.1B to the extent accrued as of the Deemed Closing Date and known as of the Closing Date; provided that, to the extent an amount that would be an Excluded Current Liability is included as a Net Incorrect Payment, such amount shall not be included as an Excluded Current Liability.
Excluded Current Liabilities means all current liabilities of the Business excluded from the Base Working Capital computation as set forth on Part F of Schedule 1.1.
Excluded Current Liabilities has the meaning set forth in Section 1.3.2 of this Agreement. 57
Excluded Current Liabilities means current liabilities solely related to the Business that are either (i) related to Excluded Current Assets, (ii) arise from the termination of contracts that are Excluded Foreign Assets pursuant to Section 7.13(a) or (iii) not otherwise assumed or paid by the Buyer;