Pre-Closing Liabilities. In the case of MUFG as Indemnitor, the MUS Pre-Closing Liabilities, and in the case of MS as Indemnitor, the MSJS Pre-Closing Liabilities.
Pre-Closing Liabilities. The Purchased Assets or the business conducted with respect thereto, provided that such Loss arises out of, results from, is based on, or relates or is incident to an event, action or omission that occurred prior to the Closing Date.
Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to treatment or services provided on or prior to the Closing Date.
Pre-Closing Liabilities. Upon Closing, CNCO will not have liabilities of any nature whether accrued, absolute, contingent or otherwise, whether due or to become due, relating to the Business which arise from any act, matter, circumstance or omission relating to the period prior to the Closing Date except for the Assumed Liabilities and liabilities of CNCO arising pursuant to this Agreement and the Associated Agreements which are expressly intended to be liabilities of CNCO from and after the Closing.
Pre-Closing Liabilities. It is expressly understood and agreed that the Acquiror shall not be obligated to pay, perform or discharge, and the Contributor shall retain, all obligations and Liabilities of the Contributor other than the Post-Closing Liabilities, including, without limitation, the following (collectively, the “Pre-Closing Liabilities”):
Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to treatment or services provided on or prior to the Closing Date.
Pre-Closing Liabilities. Any liabilities or obligations in respect of any products sold and/or services performed by Seller or in respect of the operation of its business (including the Business) on or prior to the Closing;
Pre-Closing Liabilities. The term “Pre-Closing Liabilities” as used herein shall mean (A) any claim, debt, liability or obligation of any of the Corporations of any kind (whether known or unknown, accrued, absolute, contingent or otherwise) which becomes known, is uncovered or arises on or after the Closing Date but which pertains to any actions, omissions, debts, liabilities, obligations, or, to the extent occurring before the Closing Date, facts and events, of any such Corporation, created or arising before the Closing Date, and (B) any claim against any of the Corporations for liability which pertains to or arises from services provided by any of the Corporations prior to the Closing Date, except, as to (A) and (B): (a) liabilities incurred after the Last Balance Sheet Date in the ordinary course of business that did not, individually or in the aggregate, have a material adverse effect on the Business of the Corporations, assets, results of operations, prospects or condition (financial or otherwise) of the Corporations as of the Closing Date; and (b) liabilities and obligations the responsibility for which has been specifically addressed by the Parties in this Agreement.
Pre-Closing Liabilities. Any Liabilities arising out of, under or in connection with the Assigned Contracts or any other Purchased Asset which arise from facts or circumstances occurring on or prior to the Closing Date (including any Liability arising from any of the Sellers' or any of their Subsidiaries’ breach, default or failure to comply with any term of an Assigned Contract (or other Purchased Asset) or failure to complete any deliverable or otherwise perform any obligation pursuant to a Contract prior to the Closing).
Pre-Closing Liabilities. Seller and its Affiliates shall be solely responsible for any and all Liabilities in respect of the Business Employees, including the Transferred Business Employees, and their beneficiaries and dependents, arising prior to the Closing, and relating to or arising out of or in connection with, to the extent applicable, (i) the employment of any personnel by Seller or its Affiliates, (ii) the participation in or accrual of benefits or compensation under, or the failure to participate in or to accrue compensation under, any Seller Benefit Plans, (iii) salaries, wages, bonuses, incentive compensation, commissions, retention payments, vacation, sick pay or other compensation or payroll items (including deferred compensation), (iv) any severance, separation or termination Liabilities, including such Liabilities incurred in connection with the Closing and (v) any unpaid payroll Taxes, social security or equivalent Taxes, unpaid fees for medical insurance or similar coverage, and unemployment or equivalent Taxes imposed on Seller in its capacity as employer, and performance of any obligation to any Governmental Authority to withhold income or other Taxes from wages of employees.
