Net Assumed Liabilities definition

Net Assumed Liabilities means: (i) the Corporation's Bank of Montreal indebtedness as at the Effective Date; and (ii) all arms-length accounts payable and accrued liabilities of the Corporation, calculated in accordance with GAAP, as at the Effective Date; Page 24 of 75 - Share Purchase Agreement Initial -----------

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Net Assumed Liabilities means the net amount of the Deposit Liabilities (plus accrued interest and fees thereon), the Borrowings and the other Assumed Liabilities, each as of the close of business on the Closing Date as determined in accordance with GAAP applied consistently with the application thereof in the preparation of the Latest Balance Sheet.

Net Assumed Liabilities has the meaning set forth in Section 2.7(c).

Examples of Net Assumed Liabilities in a sentence

The Purchase Price shall be reduced by the amount that the Net Assumed Liabilities, defined in the Preamble to Section 2.5, above, exceed [*].
The Purchase Price shall be increased by the amount that the Net Assumed Liabilities, defined in the Preamble to Section 2.5, above, are less than [*].
NSU shall have furnished to ▇▇▇▇▇▇▇ a certificate of the Chief Financial Officer of NSU certifying the amounts of the NSU Net Assumed Liabilities, the NSU Indebtedness, the Dissenting Shares Holdback and the cash held by NSU as a Retained Asset at the Effective Time.
For purposes of this Section 2.5, the term "Net Assumed Liabilities" refers to the result of Seller's (i) accounts payable, plus (ii) accrued expenses less (iii) inventories, less (iv) prepaid items, in each case as of the Closing Date.
The Parties understand and acknowledge that the Distribution Instructions are subject to the Net Assumed Liabilities Adjustment as provided in Section 1.5 hereof.
NSU covenants that the amount of the NSU Net Assumed Liabilities at the Effective Time less the amount of the Dissenting Shares Holdback will be an amount within the range of (i) the Anticipated NSU Net Indebtedness less $2,000,000, and (ii) the Anticipated NSU Net Indebtedness plus $2,000,000.
For purposes of establishing the amount of the Purchase Price Adjustment, Seller shall prepare and deliver to Buyer, within thirty (30) days after the Closing, a statement as of the Closing Date (the "Closing Statement"), which shall set forth, as of the Closing, the Net Assumed Liabilities and shall calculate any resultant Purchase Price Adjustment.

More Definitions of Net Assumed Liabilities

Net Assumed Liabilities refers to the result of Seller's (i) accounts payable, plus (ii) accrued expenses less (iii) inventories, less (iv) prepaid items, in each case as of the Closing Date. The Purchase Price shall be adjusted as follows:

Related to Net Assumed Liabilities

Assumed Liabilities has the meaning set forth in Section 2.3.
Excluded Liabilities has the meaning set forth in Section 2.4.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.
Retained Liabilities has the meaning set forth in Section 2.4.

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