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 applicable, the Closing Date shall be postponed to the Business Day following the final determination of the Remaining Specified Included Liabilities Amount pursuant to the procedures set forth in Section 1.10(d).

• 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.

• Five days prior to the anticipated Closing Date, the Company shall provide to Parent a schedule of the Paid Specified Included Liabilities Amount and detailing each item comprising the Paid Specified Included Liabilities Amount, together with reasonable supporting documentation.

• Parent and the Company shall, during the period following the delivery of the Trigger Notice until such date as all conditions to Closing under Article VII (other than Section 7.1(f)) are satisfied or waived, use their best efforts to reach agreement on 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 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 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 means, collectively, the following Liabilities of Company, 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 shall have the meaning given such term in Section 2.5.