Specified Current Liabilities definition

Specified Current Liabilities has the meaning specified in Exhibit B.

Specified Current Liabilities means Accounts Payable and items that constitute Indebtedness and which have been accrued for on the Estimated Net Working Capital Statement and which are not otherwise reflected in the Closing Indebtedness.

Specified Current Liabilities has the meaning set forth on Exhibit B attached hereto.

Examples of Specified Current Liabilities in a sentence

• Closing Net Working Capital shall equal Specified Current Assets less Specified Current Liabilities, as defined below.

• The "Retained Assets" are those assets listed on Schedule 3.2.2 hereto and the "Permitted Liabilities" are the Specified Current Liabilities and Excluded Liability and the intercompany Liabilities of the Company to a Remaining Subsidiary as identified in Schedule 3.2.2.

• The Purchaser and BRTI will use reasonable efforts to resolve any disagreements as to the computation of the Specified Current Liabilities and/or the Recently Acquired Assets Amount, but if they do not obtain a final resolution within 30 days after the Purchaser has received the Objection Notice, the Purchaser and BRTI will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements.

• The Firm's determination will be based on the definition of the Specified Current Liabilities and the Recently Acquired Assets Amount included herein.

• If BRTI disagrees with the computation of the Specified Current Liabilities or the Recently Acquired Assets Amount reflected on the Draft Computation, BRTI may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an "Objection Notice") to the Purchaser setting forth BRTI's calculation of the amount of the Specified Current Liabilities and/or the Recently Acquired Assets Amount as of the close of business on the day before the Closing Date.

More Definitions of Specified Current Liabilities

Specified Current Liabilities means the liabilities of the Company and its Subsidiaries identified on Exhibit B as Specified Current Liabilities.

Specified Current Liabilities means the current liabilities of the Company and the Company Subsidiaries of the types set forth in Exhibit G as of the Effective Time, which Exhibit includes the Specified Current Liabilities as of June 6, 2021 for illustrative purposes only.

Specified Current Liabilities means, without duplication, (i) all accounts payable to the extent related to the Transferred Business, (ii) all accrued liabilities to the extent related to the Transferred Business and (iii) all Cash Adjustment Items (it being understood that the Specified Current Liabilities shall not include any amounts attributable to Hxxxxx).

Specified Current Liabilities means the Company’s and the Subsidiaries’ (a) accounts payable; and (b) accrued expenses and other current liabilities (which, for the avoidance of doubt, shall include all income and other Taxes payable), in each case, determined in accordance with the AgreedPrinciples; provided, that the Specified Current Liabilities shall not include (i) Debt; (ii) Transaction Expenses; (iii) deferred Tax liabilities; or (iv) deferred revenue.

Specified Current Liabilities means the Company’s and the Subsidiaries’ (a) accounts payable; and (b) accrued expenses and other current liabilities (which, for the avoidance of doubt, shall include all income and other Taxes payable), in each case, determined in accordance with the Agreed

Specified Current Liabilities means, for purposes of calculating Net Working Capital, the amount of categories of current liabilities of the Company described on Schedule 1.14 calculated in accordance with U.S. GAAP except as provided in Schedule 1.14. For the avoidance of doubt, “Specified Current Liabilities” shall not include Indebtedness, including Selling Expenses, and will exclude any and all effects on the Specified Current Liabilities directly related to the consummation of the Merger. Notwithstanding anything to the contrary herein, “Specified Current Liabilities” shall not include the employer portion of any payroll Taxes incurred by the Company or the Surviving Corporation in respect of the payment of the Initial Cash Consideration.

Specified Current Liabilities means (i) total accounts payable (excluding any Transaction Expenses), plus (ii) total clearing accounts (excluding any Transaction Expenses), plus (iii) accrued liabilities (excluding any Taxes resulting from an election under Code Section 338 made in connection with the acquisition of Company Shares pursuant to the Merger, any Transaction Expenses and any accrued interest), plus (iv) unearned revenue.