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

• 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).

• 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).

• If Parent and the Company agree on the calculation of the Remaining Specified Included Liabilities Amount, then such Remaining Specified Included Liabilities Amount shall become final and binding on the parties.

• 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.

• 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.

More Definitions of Included Liabilities

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 and include those items identified as such in Clause 2.4;

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 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 (a) all Liabilities with respect to all employees of the Company as of the Closing Date (including, without limitation, each Continuing Employee and the individual set forth on Exhibit F-1 attached hereto), including Liabilities with respect to any such individual arising under or relating to (i) any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely of the Company (without regard to recent modification to cause it to be such) or any other such “employee benefit plan” as to contributions due to such plan for the pay period in which the Closing Date occurs, (ii) any other “employee benefit plan,” employee benefit program, or employee benefit agreement, in each case solely of the Company, or (iii) change of control of the Company or the individual’s termination of employment with Parent, the Company or any of their respective Affiliates,(b) the Liabilities described in Exhibit S to this Agreement, (c) all Liabilities arising after the Closing to the extent not satisfied by the Company under that certain lease dated as of November 5, 2007, by and among Parent, the Company and Marymoor Warehouse Associates, LLC, as a successor in interest to Mastro Willows 2, LLC, with respect to the premises located at12421 Willows Road NE, Kirkland, Washington and (d) all Liabilities related to the D&T Engagement Letter. None of the Included Liabilities shall be deemed (i) a current liability of the Company as of the Closing Date for purposes of Section 1.13 of this Agreement or the definition of “Company Net Working Capital” under this Agreement or (ii) an “Excluded Liability” under this Agreement.”