Tangible Liabilities definition

Tangible Liabilities means the tangible liabilities of the Business described on Schedule C attached hereto.
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Tangible Liabilities means the aggregate book value of only the following liabilities of the Vendor Group and the Subsidiaries related to the Purchased Business, each as at the Time of Closing, determined in accordance with the provisions of Section 2.7: (1) accounts payable; (2) advanced xxxxxxxx and deferred revenue; (3) payables relating to Transferred Personnel (e.g. vacation and bonus accruals (excluding transaction single-trigger or lump sum transaction bonuses and/or retention bonuses) payroll taxes, etc.); (4) accrued expenses or liabilities; (5) refundable customer deposits; and (6) 50% of the Transfer Taxes Surplus. if any.. For greater certainty, Tangible Liabilities shall exclude any: (a) deferred tax liabilities; (b) reserves for doubtful debt; (c) operating lease liabilities; (d) indebtedness of the Vendor Group owing to affiliated companies or any other non-arm’s length party, its banks, its employees, agents and/or representatives (solely to the extent such indebtedness would otherwise constitute a Liability); (e) debt-like items, including, but not limited to accounts payables or accruals that have been on the balance sheet for greater than one year, unpaid tax liabilities related or attributable to any Pre-Closing Tax Period (whether or not such taxes are due and payable on or before the Closing Date); (f) intercompany payables; and (g) costs incurred by the Vendor Group and/or its stockholders related to the Transaction, including (without limitation) any broker and legal costs (“Excluded Tangible Liabilities”).
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Tangible Liabilities means the aggregate value of the total liabilities of the Lime Entities, excluding the Closing Accrued Compensation, Closing Indebtedness and Transaction Expenses and, for avoidance of doubt, any derivative liability related to the Bison Convertible Note.
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Examples of Tangible Liabilities in a sentence

  • Other Tangible Liabilities - consist of accounts payable, accrued liabilities and other tangible liabilities Aimco reasonably expects to settle in cash through the normal course of operations or another future event.


More Definitions of Tangible Liabilities

Tangible Liabilities means the aggregate book value of the following tangible liabilities of the Coop Group on a consolidated basis: provisions – long term, deferred revenues – long term, long-term portion of lease liability (IFRS16), other non-current liabilities, current portion of lease liability (IFRS16), accrued liabilities, accounts payables, deferred revenues, taxes and social security, bonus accrual, vacation days accrual, vacation allowance/13th month accrual, any payables to Affiliates (other than Affiliates included in the consolidated accounts of the Coop Group as these are eliminated), and other short term liabilities (all the previous items are non-exhaustive but Constellation and Joday have to agree whether any new items are allocated to Debt or Cash instead), but excluding any deferred tax liabilities.
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Tangible Liabilities means, without duplication, accounts payable and accrued liabilities and charges (including all employee-related liabilities and withholdings up to the Closing Date), accrued liability for annual bonus payments under each of the Xxxxxxxx Employment Agreement and the Xxxxxx Employment Agreement (pro-rated to the Closing Date), accrued expenses, Taxes, unearned maintenance and support revenue, deferred revenue, customer deposits and all other liabilities. Tangible Liabilities exclude all amounts owing to banks and shareholders as well as third party personal loans to the Corporation and items not related to the Business, including long-term debt and redeemable/retractable shares, such debts and securities to be paid with full release prior to the Closing Date.
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Tangible Liabilities means tangible liabilities of Vendor, including without limitation all deferred maintenance and costs to complete accruals.
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Tangible Liabilities means, as of a specified time, the aggregate book value of the following liabilities of the Business, calculated in accordance with the Accounting Principles: (a) accounts payable; (b) advanced xxxxxxxx or deferred revenue; (c) sales taxes payable; (d) employee-related payables (including accrued vacation, accrued commissions, payroll and payroll taxes payable, amounts payable under any retention bonus agreements, and any contributions, accrued liabilities, or amounts otherwise owing or related to any benefit plans); and (e) accrued expenses or liabilities; but excluding any (i) income Tax liabilities, (ii) deferred Tax liabilities and (iii) Transaction Expenses.
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Tangible Liabilities means accounts payable, advanced xxxxxxxx/deferred revenue, income tax payable, sales tax payable, other tax payable, employee related payables (e.g. benefits, payroll taxes, accrued vacation and accrued commissions), accrued expenses, but excluding all amounts owing to financial institutions, shareholders, employees or any other non-arm’s length party.
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Related to Tangible Liabilities

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • Tangible Net Worth is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus, (i) any amounts attributable to (a) goodwill, (b) intangible items such as unamortized debt discount and expense, Patents, trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and (ii)

  • Recourse Liabilities means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

  • Covered Liabilities as defined in Subsection 11.21.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Tangibles means the Vendor's entire interest in and to all tangible depreciable property located in or on the Lands and used, or intended for use, in connection with production, storage, treatment or transportation operations respecting the Lands, including, without limitation, the well equipment, if any, relating to the xxxxx on the Lands;

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Tangible Property means all equipment, machinery, goods, furniture, furnishings, fixtures, supplies, tools, materials, vehicles, books, records, and other tangible personal property that are part of the Collateral.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Intangible Property shall have the meaning given to such term in Section 2.1(c) hereof.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Tangible Personal Property has the meaning set forth in Section 2.01(e).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.