Working Capital Liabilities definition

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 shall have the meaning specified in Section 2.3.

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.

Examples of Working Capital Liabilities in a sentence

• No Transaction Transfer Taxes or Transaction Fees and Expenses shall be treated as Working Capital Liabilities.

• On the terms and subject to the conditions set forth herein, at the Closing, Buyer shall assume and discharge or perform when due, all of the Assumed Working Capital Liabilities.

• Subject to the terms and conditions of this Agreement, the consummation of each of (a) the purchase and sale of the Transferred Working Capital Assets and the assumption of the Assumed Working Capital Liabilities, and (b) the purchase and sale of the Transferred Operating Assets and the assumption of the Assumed Operating Liabilities (collectively, the “Closing”), shall be consummated remotely via email and the execution and delivery of this Agreement by each of the parties.

• For the avoidance of doubt, neither the Assumed Working Capital Liabilities nor the Assumed Operating Liabilities shall include any Excluded Liabilities.

• The Working Capital Liabilities is constituted by the Operating Current Liabilities such as Suppliers and Other Creditors, Tax Payables and Other Payables.

More Definitions of Working Capital Liabilities

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.

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 those accounts from the Financial Statements that are listed on the Model Statement under the heading “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 the Company set forth in Annex I as of the Closing Date, in each case as determined in accordance with the Accounting Principles.

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