Working Capital Liabilities definition

Working Capital Liabilities means the current liabilities of the Company (other than Indebtedness and Transaction Expenses) as adjusted and set forth in the Net Working Capital Schedule, as of the opening of business on the Closing Date, determined in accordance with the Company’s past practices. For the avoidance of doubt, “Working Capital Liabilities” shall not include any liabilities related to the Distributed Assets, calculated in accordance with GAAP.

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Working Capital Liabilities shall have the meaning specified in Section 2.3.

Working Capital Liabilities means the current liabilities of the Samedan Group as of the Effective Time (including any Indebtedness of any member of the Samedan Group, if any), each determined in accordance with Accounting Principles but excluding any (a) plugging and abandonment or asset retirement obligations or (b) Income Tax liabilities.

Examples of Working Capital Liabilities in a sentence

Buyer specifically excludes and does not assume any liabilities relating to or arising out of the Accounts Payable except to the extent they constitute Net Working Capital Liabilities, any of either Seller's tax obligations, tax claims, tax charges, tax fines or any related tax liabilities, regardless of the source, cause or origin of such tax liabilities.
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The Closing Net Working Capital Statement will reflect the Working Capital Assets, the Working Capital Liabilities and the Closing Net Working Capital Amount as of the close of business on the Closing Date and will be prepared on a basis consistent with the preparation of the Balance Sheet.
Upon the terms and subject to the conditions contained herein, the Buyer agrees that on the Closing Date, it will not assume any liabilities of either Seller except for the Net Working Capital Liabilities, and those liabilities that may arise from any of the Contracts ("Assumed Liabilities").
On the terms and subject to the conditions set forth in this Agreement, Seller is selling, transferring, conveying, assigning and delivering to Buyer, and Buyer is purchasing from Seller, free and clear of any and all Claims, Encumbrances, Indebtedness, Taxes, Working Capital Liabilities, restrictions and limitations (except for the Assumed Liabilities), all of the Assets.

More Definitions of Working Capital Liabilities

Working Capital Liabilities means the Company’s current liabilities determined in accordance with GAAP applied on a consistent basis and in a manner consistent with the calculation of Current Liabilities set forth on Schedule II hereto and subject to the principles, if any, set forth on Schedule II hereto.

Working Capital Liabilities means, without duplication, (i) the consolidated liabilities of the Acquired Companies (including Tax Liabilities (whether or not accrued or paid as a result of the transactions contemplated by this Agreement), other than deferred Tax Liabilities), excluding the current portion of the Debt Amount (to the extent such amount is satisfied on or prior to the Closing) and MidCap Amount and (ii) the liabilities of the Retained Companies set forth on Annex I to Exhibit A hereto, in each case calculated in accordance with the Accounting Principles and the sample calculation attached hereto as Exhibit A.

Working Capital Liabilities means the current liabilities of the Business described on Schedule 1.01(d)(ii).

Working Capital Liabilities means, without duplication, the sum of the Assumed Liabilities line items listed on Annex A as being included in “Working Capital Liabilities” as of 12:01 A.M. Eastern time on the Closing Date, that shall be the exclusive liability accounts used for purposes of determining Closing Date Working Capital, with the values of such accounts determined in accordance with GAAP. To the extent there is any conflict between the foregoing definition of Working Capital Liabilities and Annex A, Annex A shall control. For the avoidance of doubt and notwithstanding anything else in this Agreement, Transaction Transfer Taxes and Transaction Fees and Expenses shall not constitute Working Capital Liabilities.

Working Capital Liabilities means all of the obligations relating to the Working Capital Assets.

Working Capital Liabilities means the current liabilities of Company and its Subsidiaries as of the Effective Time, each determined in accordance with Accounting Principles but excluding any (a) abandonment or asset retirement obligations, (b) all deferred Tax liabilities and, for the avoidance of doubt, any U.S. federal income Tax liabilities and liabilities for state income Taxes imposed on a “flow-through” basis, or (c) Credit Facility Indebtedness.

Working Capital Liabilities means those accounts from the Financial Statements that are listed on the Model Statement under the heading “Working Capital Liabilities”.