Operating Liabilities definition
Examples of Operating Liabilities in a sentence
Unless Executive shall give notice to the Company objecting to the Company's calculation of Current Assets, Liabilities, Operating Liabilities or Operating Profit for any period (or any other calculation to be determined for the purposes of this Agreement) within thirty days after notice of the determination thereof by the Company, such calculation shall conclusively be deemed to have been accepted by the parties hereto.
The Independent Accountant shall determine the Current Assets, Liabilities, Operating Liabilities or Operating Profit of the Company within thirty (30) days after its appointment and shall be instructed to deliver to the Company and the Executive a written report of its determination of the amount of such Current Assets, Liabilities, Operating Liabilities or Operating Profit.
Operating Liabilities do not include (i) indebtedness for money borrowed or guarantees of any such indebtedness, (ii) refinancings of indebtedness of the kind referred to in clause (i) above, (iii) indebtedness in respect of any subscription agreement, stock or warrant "put" or "call" agreement, phantom stock agreement or similar obligation in respect of an equity or other interest in the Parent measured by an increase in the equity value of the Parent and (iv) current payables.
For purposes of determining the Purchase Price, the amount used for Assumed Operating Liabilities shall be the amount of such liabilities that is reflected on the balance sheet of the Business as of the Closing Date, determined in accordance with GAAP consistently applied.
Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, and all liabilities under real property and equipment leases of the Company (the "Operating Liabilities").