Designated Pre-Closing Liabilities means (a) any Debt of any Company as of the Closing Date which did not reduce the final Cash Payment pursuant to Section 1.5, (b) any obligation of any Company to indemnify or hold harmless any current or former manager, director or officer of any Company for claims that relate to periods prior to the Closing, (c) all Transaction Expenses which did not reduce the final Cash Payment pursuant to Section 1.5.
Designated Pre-Closing Liabilities means: (a) any Indebtedness that was not included in the calculation of the Merger Consideration, as adjusted pursuant to Section 3.3; (b) any Company Expenses that were not included in the calculation of the Merger Consideration, as adjusted pursuant to Section 3.3; and (c) any Liabilities the result of any actions, inactions, errors, or omissions of the Stockholders and the Company related to any period before the Effective Time.
Designated Pre-Closing Liabilities means (a) any Debt of the Acquired Companies as of the Closing Date which did not reduce the Closing Purchase Price pursuant to Section 1.4 above, (b) any obligation of any Acquired Company to indemnify or hold harmless any current or former director or officer of any Acquired Company for claims that relate to periods prior to the Closing, (c) all Transaction Expenses which remain outstanding as of the Closing and did not reduce the Closing Purchase Price pursuant to Section 1.4 above, (d) any liability or obligation arising out of, caused by, or related to the Company’s application for (including any certification made in respect thereof), acceptance of, or use of the proceeds of, the PPP Loan, and (e) the holding, transfer, redemption or disposition of any Equity Investments.
Examples of Designated Pre-Closing Liabilities in a sentence
After the Closing, each Restricted Party shall reasonably cooperate with Buyer and its Affiliates to continue and maintain for the benefit of Buyer those business relationships of the Company existing prior to the Closing, including relationships with lessors, Personnel, regulatory authorities, licensors, customers, suppliers and others, and the Company shall satisfy all Designated Pre-Closing Liabilities of the Company in a manner that is not intentionally detrimental to any of such relationships.
We were also very proud to have amongst us the members of the EU Parliament Rainhard Büti- kofer, Gerben Gerbrandy and Sirpa Pietikàinen as well as former EU Parliamentarian Anders Wijkman and the First Vice President of the Swiss Council of States Hans Altherr.
The Sellers shall severally and not jointly, pay and otherwise fully satisfy and discharge all Designated Pre-Closing Liabilities, and shall indemnify, defend and hold all Buyer Indemnitees harmless from, and shall reimburse all Buyer Indemnitees for all Adverse Consequences sustained or incurred by any of them in connection with any Designated Pre-Closing Liabilities.
More Definitions of Designated Pre-Closing Liabilities
Designated Pre-Closing Liabilities means (a) any Transaction Expenses, (b) any Debt of the Company or any of its Subsidiaries as of the Closing Date other than pursuant to the Mortgage, (c) any obligation of the Company or any of its Subsidiaries to indemnify or hold harmless any current or former director or officer of the Company or any of its Subsidiaries for claims that relate to periods prior to the Closing, and (d) all liabilities and obligations arising out of the operation of the business of the Company and its Subsidiaries prior to the Closing Date, in each case whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
Designated Pre-Closing Liabilities means any liability or obligation of the Company and its Subsidiaries other than: (a) liabilities for accounts payable, accrued expenses and other current liabilities of the Company and its Subsidiaries as of the Closing to the extent accrued for and reflected as a current liability in the final calculation of Working Capital; (b) liabilities and obligations for accrued wages, commissions, annual bonuses, accrued vacation and other amounts payable to the Company’s and its Subsidiaries’ employees as of the Closing to the extent specifically accrued for and reflected as a current liability in the final calculation of Working Capital; and (c) liabilities under Contracts first arising or becoming payable after the Closing Date, excluding, however, any such liabilities resulting from or relating to any breach, default, violation or occurrence of a contingency thereunder occurring on or prior to the Closing Date.
Designated Pre-Closing Liabilities means: (a) any Closing Date Indebtedness which did not reduce the Purchase Price pursuant to Section 1.3; (b) any Closing Company Transaction Expenses which did not reduce the Purchase Price pursuant to Section 1.3; (c) any claims against the Acquired Companies by officers and directors of the Acquired Companies for indemnification relating to any acts or omissions occurring prior to the Closing; and (d) any liabilities arising out of or relating to any Excluded Subsidiaries or the Pre-Closing Reorganization.
Designated Pre-Closing Liabilities means claims, demands, liabilities, Losses and obligations (a) resulting or arising from any litigation listed on Section 3.7 of the Seller Disclosure Letter (or required to be so listed), (b) resulting or arising from the Environmental Condition of the Limerick Facility, including without limitation, the investigation, remediation, corrective action and contamination of the environment by Hazardous Substances on, at, under or migrating from the Limerick Facility, Losses incurred or suffered by Buyer or any of its Subsidiaries if the operations at the Limerick Facility are impacted by such matters, and any liabilities or Losses resulting therefrom other than those liabilities and losses which are the responsibility of the Buyer under the Limerick Lease Agreement, (c) resulting or arising from Environmental Claims (whether asserted before or after Closing) related to the actual or alleged Release of Hazardous Substances on, at, under or migrating from the Limerick Facility other than those liabilities and losses that are the responsibility of the Buyer under the Limerick Lease Agreement, (d) resulting or arising from the Environmental Condition of the Former Facilities including without limitation the investigation, remediation, correction action and contamination of the environment by Hazardous Substances at, on under or migrating from the Former Facilities and any Environmental Claims (whether asserted before or after Closing), liabilities and losses resulting therefrom, (e) resulting or arising from the Environmental Claims, Environmental Conditions or Releases or threatened Releases set forth on Schedule 1, (f) to the extent related to the Excluded Assets, (g) related to claims for workers compensation arising from or related to the period prior to Closing (whether or not reported prior to Closing) but only to the extent such liabilities or losses exceed $1,900,000 (the “Workers Compensation Cap”) and (h) except with respect to liabilities specifically assumed under Section 5.4 or Foreign Plans sponsored by an Acquired Company, all liabilities arising under or in connection with any Benefit Plan and any other employee benefit plan, program or arrangement of any kind maintained sponsored or contributed to by any ERISA Affiliate or with respect to which any ERISA Affiliate has any liability, in each case and (x) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agr...
Designated Pre-Closing Liabilities means those matters identified in Annex III attached hereto. “DGCL” has the meaning set forth in the recitals.
Designated Pre-Closing Liabilities means any liability or obligation of the Company and its Subsidiaries arising out of the operation of the business of the Company and its Subsidiaries prior to the Closing Date (excluding, for the avoidance of doubt, any items included within the definition of Debt Adjustments, any intercompany indebtedness with Orgenesis Parent to the extent reflected on the Financial Statements and amounts payable on a current basis that were incurred by the Company or any of its Subsidiaries in the Ordinary Course of Business).
Designated Pre-Closing Liabilities means: (a) any Indebtedness that was not included in the calculation of the Purchase Price, as adjusted pursuant to Section 3.3; (b) any Company Expenses that were not included in the calculation of the Closing Cash Payment, as adjusted pursuant to Section 3.3; and (c) any Liabilities that result from any actions, inactions, errors, or omissions of Seller or the Company related to any period before the Closing Date. 4