Company Pre-Closing Liability definition

Company Pre-Closing Liability means any liability of any type whatsoever of any Purchased Company or arising in connection with any assets or business operations of any Purchased Company or the Purchased Assets, in each case to the extent based on or caused by any act, omission, or event occurring, or any condition or circumstance existing, prior to the Closing, whether asserted on, prior to, or after the Closing, including any liability for Taxes, liabilities under ERISA, or Environmental, Health, and Safety Liabilities to the extent based on or caused by conditions existing prior to the Closing or practices or releases by any Company or ETI, with respect to the Purchased Assets, prior to the Closing, but excluding for all purposes Included Current Liabilities and Assumed Liabilities.
Sample 1

Related to Company Pre-Closing Liability

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Transfer Time has the meaning set forth in Section 4.3(a).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Target Companies means the Company and its Subsidiaries.