Included Liabilities definition

Included Liabilities means the following liabilities only:

Included Liabilities means the Liabilities referred to in Exhibit B.

Included Liabilities means all Liabilities set forth on Exhibit 1(d) and all other Liabilities relating directly to the Included Assets other than (i) any Liabilities arising out of breach of or inaccuracy in any of Sellers representations and warranties in Sections 3 and 4 of this Agreement or in any Ancillary Agreement and (ii) all Excluded Liabilities for which the Seller has agreed to indemnify the Buyer under Section 10.1.1(d). For the avoidance of doubt, the Included Liabilities shall not include the Excluded Liabilities.

Examples of Included Liabilities in a sentence

• As further consideration for the sale of Acquired Assets, Buyer shall, without any further responsibility or liability of, or recourse to, Seller, or any of Seller’s directors, shareholders, officers, employees, agents, consultants, representatives, affiliates, successors or assigns, absolutely and irrevocably assume and be solely liable and responsible for the Included Liabilities.

• If Parent and the Company are unable to agree on the calculation of the Remaining Specified Included Liabilities Amount within 60 days of the date of the Trigger Notice, the parties will refer the matter to the Neutral Valuation Firms and will make submissions to the Neutral Valuation Firms so that the Neutral Valuation Firms are in a position to make a final determination of the Remaining Specified Included Liabilities Amount within the period set forth in Section 1.10(d).

• In addition, if the Closing Date does not occur within a period of 90 days from the date on which the Final Remaining Specified Included Liabilities Amount was determined, the Specified Included Liabilities Amount shall be redetermined pursuant to the procedures set forth in this Section 1.10.

• The Specified Included Liabilities Amount shall have been determined pursuant to Section 1.10.

• Parent and Company shall cooperate and assist the Neutral Valuation Firms in their review of the Remaining Specified Included Liabilities and the calculation of the Remaining Specified Included Liabilities Amount, including giving full access to all relevant information, with due consideration being given to privilege issues and techniques for resolving them.

More Definitions of Included Liabilities

Included Liabilities means and include those items identified as such in Clause 2.4;

Included Liabilities shall have the meaning set forth in Section 2.1(a)(ii) of this Agreement.

Included Liabilities shall have the meaning assigned thereto in Section 1.5.

Included Liabilities shall consist only of those liabilities set forth on Schedule 1.3 as Included Liabilities and shall exclude all of the liabilities designated in such Schedule as excluded (the "Excluded Liabilities)." The purchase and sale of the Included Assets between the Company and Buyer hereunder, and the assumption by Buyer of the Included Liabilities hereunder, are together referred to as the "Sale Transaction."

Included Liabilities means the total value of the following accounts, as reflected in the Closing Balance Sheet: accounts payable; accrued liabilities-other (excluding sales tax reserves and TSA tax reserves); advance payments; deferred revenue (current portion, excluding LCP Deferred Revenue); deferred credits (current portion); deferred compensation (current portion); accrued salaries, wages and other; accrued vacation; and accrued cash and stock bonus. For the avoidance of doubt, (a) “accrued liabilities-other” shall include all accrued liabilities that would be classified as current on a balance sheet prepared in accordance with GAAP, applied on a basis consistent with the Company’s historical practices in the preparation of its unaudited monthly financial statements, that do not appear in another account included in the definition of Included Liabilities, and (b) Included Liabilities shall exclude (i) sales tax reserves and TSA tax reserves, (ii) LCP Deferred Revenue, (iii) income taxes payable, (iv) deferred taxes and (v) notes payable and current portion of long-term debt and (vi) amounts due under the Company’s Employee Appreciation Plan. Included Liabilities shall not include any fees and expenses paid by Seller pursuant to Section 8.3.

Included Liabilities means, collectively, the following Liabilities of Company and LLLP, in each case to the extent arising out of or relating to the Business or the Assets as the same shall exist at the Closing Date, and no other Liabilities:

Included Liabilities means the sum of accounts payable (which shall not be reduced by the amount of any checks that have been written in respect of accounts payable but that have not yet cleared), accrued payroll and benefits, accrued incentives, payroll withholding (calculated exclusive of payroll tax liabilities in accordance with clause (iii) above), accrued payroll tax and benefits (calculated exclusive of payroll tax liabilities in accordance with clause (iii) above), workers’ compensation, other payroll accruals, accrued interest payable, accrued volume incentives, deferred liabilities and other accrued liabilities. Each of the following terms is defined in the Section set forth opposite such term: Actively Employed 9.01(a) Agreement Preamble Asset Allocation Report 9.03(d) Asset Contribution Agreement Preamble Assumed Company Plans 9.01(b) Business Preamble Buyer Preamble Buyer’s FSA 9.01(b)(v) Buyer Carryback Waiver Option 8.06(b) Claim 11.03 Closing 2.02 Closing Balance Sheet 2.03(a) Closing Working Capital 2.03(a) Combined State NOL Carryforward 8.06(h) Commitment Letters 4.05 Company Preamble Company 40l(k) Plan 9.02 Company Retirement Plan 9.03(a) Company Securities 3.05(b) Competing Business 5.06 Competing Transaction 5.04 Contract 3.11(b) Controlling Party 8.04(d) Damages 11.02 Debt Commitment Letter 4.05 Debt Financing 4.05 Disagreement 9.03(d) Employee Plans 3.18(a) Equity Commitment Letter 4.05 Final Working Capital 2.03(f) Financial Statements 3.08 First Tax Return 8.06(b) First Tax Year 8.06(a) GUST 3.18(g) Indemnified Party 11.03 Indemnifying Party 11.03 Independent Accountants 2.03(c) Independent Accountants’ Closing Balance Sheet 2.03(c) Initial Transfer Amount 9.03(b) Insurance Policies 3.16 Lender 4.05 Loss 8.04(a) Loss Group 8.04(a) Monthly Returns 8.01(c) NOL Matter 8.06(g) Non-Controlling Party 8.04(d) Non-Transferred Insurance Policies 6.02(a) NUBIL 8.04(a) Other Tax Matter 8.01(f) PCBs 3.19(c) Permitted Liens 3.14(a) Post-Closing Company NOL 8.06(a) Potential Contributor 11.05 Purchase Price 2.01 Real Property 3.14(c) Schedules Article 3 Seller Preamble Seller 401(k) Plan 9.02 Seller Obligations 13.14(a) Seller Retirement Plan 9.03(a) Seller’s FSA 9.01(b)(v) Straddle Tax Matter 8.04(d) Subsidiary Securities 3.07(b) Sumitomo LCs 7.07 Tax Asset Carryback 8.06(i) Tax Matter 8.04(d) Third Party Claim 11.03 Transfer Taxes 8.01(e) Transferred Employees 9.01(a) Transferred Insurance Policies 6.02(a) True-up Amount 9.03(c) WARN Act 3.18(l) Warranty Breach ...