Closing Date Current Liabilities definition
Closing Date Current Liabilities means the amount of current liabilities set forth on the Closing Balance Sheet.
Closing Date Current Liabilities means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): all subscriber prepayments and deposits with respect to services to be provided by the Companies, all of the Companies’ trade payables and all accounts payable relating to the Rebuild of the San ▇▇▇▇ System and all accrued expenses of the Companies (including, without limitation, (i) franchise and copyright fees, utility charges, Taxes, and assessments levied against the Companies’ assets, property and equipment rentals and similar items, (ii) any management bonuses and any retention or sale bonuses payable in connection with the Transactions and set forth on Schedule 1.1(p) (to the extent not paid prior to the Closing), (iii) accrued expenses relating to the Rebuild of the San ▇▇▇▇ System, and (iv) any Liability of the Companies for fees or commissions to any broker, finder or agent with respect to the Transactions (to the extent not paid prior to the Closing)); provided that Closing Date Current Liabilities will not include (i) any pre-petition liabilities of the Cable Venture, which if not satisfied prior to the Closing shall be satisfied pursuant to the Plan from the Sellers Escrow Account (as hereinafter defined) or otherwise discharged without liability of the Buyer or the Companies, (ii) any Affiliate Liabilities, all of which shall be satisfied pursuant to Section 7.19, (iii) any Deferred Revenues or deferred Tax liabilities, (iv) any Excluded Liabilities; (v) any Indemnified Tax Liabilities of the Companies other than accruals, in accordance with GAAP, for Taxes incurred in the ordinary course of operations consistent with past practice for any tax period or portion of any tax period ending on or prior to the day preceding the Closing Date; (vi) any withholding tax payable with respect to pre-petition programming payment obligations of the Companies, (vii) any accrual of payments with respect to the Pole Attachment Agreements in excess of the actual amount payable by the Companies under the current terms of the Pole Attachment Agreements, or (viii) any rejection damage claim relating to an executory contract that the Buyer has requested be rejected by the Cable Venture.
Closing Date Current Liabilities of the Group Companies shall mean the aggregate amount of current liabilities as adjusted, if applicable, pursuant to Section 11.6(a) (excluding Closing Indebtedness, Transaction Expenses, and current or deferred Tax liabilities other than sales Tax liabilities) of the Group Companies and their Subsidiaries (taken together) as of 12:01 a.m. Pacific time on the Closing Date determined in accordance with Section 2.8(f).
Examples of Closing Date Current Liabilities in a sentence
Closing Date Current Assets and Closing Date Current Liabilities.
The Closing Date Working Capital, the Closing Date Current Assets and the Closing Date Current Liabilities are set forth on Schedule 1.3(b).
The Closing Date Working Capital was determined by subtracting the Closing Date Current Liabilities from the Closing Date Current Assets.
Schedule 1.3(b) accurately sets forth the Closing Date Current Assets and Closing Date Current Liabilities of the Corporation.
The Initial Closing Statement (including the Closing Date Cash, Closing Date Indebtedness, Closing Date Current Liabilities and Closing Date Seller Transaction Expenses) shall be prepared and calculated in accordance with GAAP (and, to the extent not inconsistent with GAAP, the past practice of the Company) or as provided in the definitions of this Agreement.
More Definitions of Closing Date Current Liabilities
Closing Date Current Liabilities means, with respect to the Assumed Liabilities, those liabilities which under GAAP are classified as current liabilities as of the Closing Date, including the Closing Date Vacation Liability and including the Transferred Transition Cost Liability (even though it would not otherwise be treated as a current liability under GAAP), except however that any amounts for the following liabilities shall not be included as current liabilities for purposes of the definition "Closing Date Current Liabilities": (i) the Closing Date Pension Liability, (ii) the Pension Cash-Out Payment and (iii) any accruals for warranty expense. For purposes of clarity, the following are not Assumed Liabilities and thus are not to be considered Closing Date Current Liabilities: (i) those liabilities accrued by Seller for periods during Seller's fiscal 1998 for benefits owed to Transferred Employees for Profit Sharing, Christmas Bonus or Stock Purchase Plan and (ii) any "inter-company " or "trade" payables for services or products purchased from internal or external suppliers.
Closing Date Current Liabilities means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): all subscriber prepayments and deposits with respect to services to be provided by the Companies, all of the Companies’ trade payables and all accounts payable relating to the Rebuild of the San Juan System and all accrued expenses of the Companies (including, without limitation, (i) franchise and copyright fees, utility charges, Taxes, and assessments levied against the Companies’ assets, property and equipment rentals and similar items, (ii) any management bonuses and any retention or sale bonuses payable in connection with the Transactions and set forth on Schedule 1.1(p) (to the extent not paid prior to the Closing), (iii) accrued expenses relating to the Rebuild of the San Juan System, and (iv) any Liability of the Companies for fees or commissions to any broker, finder or agent with respect to the Transactions (to the extent not paid prior to the Closing)); provided that Closing Date Current Liabilities will not include (i) any pre-petition liabilities of the Cable Venture, which if not satisfied prior to the Closing shall be satisfied pursuant to the Plan from the Sellers Escrow Account (as hereinafter defined) or otherwise discharged without liability of the Buyer or the Companies, (ii) any Affiliate Liabilities, all of which shall be satisfied pursuant to Section 7.19, (iii) any Deferred Revenues or deferred Tax liabilities, (iv) any
Closing Date Current Liabilities means the amount which would be reflected as current liabilities on a combined balance sheet of FRS and its Subsidiaries dated as of the Closing Date and prepared in accordance with U.S. GAAP on a consistent basis with the Audited Year-End Financial Statements; PROVIDED, HOWEVER, that current liabilities shall include a reserve for bad debts calculated on a basis consistent with the bad debt reserve for the year ended December 31, 2002, included within the Audited Year-End Financial Statements.
Closing Date Current Liabilities means the current liabilities of the Telecommunication Subsidiaries as set forth on the Closing Date Statement.
Closing Date Current Liabilities means the amount of the aggregate current Liabilities (including trade payables, accrued vacation and sick leave benefits, any current Liabilities for Taxes other than Income Taxes, but excluding the current portion of long-term debt to the extent such current portion is included in Closing Date Debt) of the Companies as of the Closing Date and any Income Tax Liabilities or deferred Tax Liabilities.
Closing Date Current Liabilities means current liabilities of the Partnerships as of the Closing Date determined in accordance with GAAP.
Closing Date Current Liabilities means all current liabilities of the Business assumed by Buyer on the Closing Date, including client prepayments, accounts payable, accrued payroll, commissions and vacation and other liabilities listed as current liabilities. Any accounts receivable not included in the calculation of the Closing Date Net Working Capital Position shall not be sold to Buyer hereunder and shall be retained by Sellers as an Excluded Asset unless Buyer elects to include any such account receivable in such calculation.