Hidden Liabilities definition

Hidden Liabilities are defined as: (i) any unreported liability or obligation assumed negligently or fraudulently; or (ii) any unreported liability or obligation of which the Sellers or the management, executives, employees 16 16 or representatives of the Company were aware or should have been aware, in order to take customary care during the normal course of business; or (iii) any liability or obligation determined or imposed by any authority, including judges, that was not reported in the Financial Statements; or (iv) any failure to indicate in the Financial Statements any liabilities that should have been indicated in accordance with current legal provisions. The Sellers shall not be released from their liability if the Buyer could have known of the existence of the contingency, loss, expense or cost by means of authenticated documents submitted by the Sellers or the results of the Audit;
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Hidden Liabilities. 100% of all Liabilities as at the Date herein which have not been posted to the accounts or for which a reserve has not been set up in the company's accounts and which have been incurred prior to the execution hereof. Hidden Liabilities include, among others, (i) any claim after the Closing Date which stems from the non performance of labor or social security obligations for which the Company is liable, either directly or joint and severally, for events having occurred prior to or on the Closing Date, for any cause, including labor accidents or accidents-diseases originated or developed prior to or on the Closing Date; and (ii) any judicial or administrative action, claim or notice, originating in events prior to or on the Closing Date; and (ii) the legal expenses incurred in the investigation and defense of the same. The examination of the Company by the Buyer will not release the Seller from his obligation for Hidden Liabilities.
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Hidden Liabilities has the meaning provided in Clause 5.2.
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Examples of Hidden Liabilities in a sentence

  • The indemnifications established in this Agreement shall remain in effect for a term of 5 (five) years from the date of this Agreement, except in the following cases: (i) taxes (except social security), in which case the term of indemnification shall be 7 (seven) years from the date of this Agreement, (ii) social security, for 10 (ten) years from the date of this Agreement, and (iii) Contingent or Hidden Liabilities, until the corresponding statutes of limitations have elapsed.

  • In the event of silence after the expiration of the period referred to herein, the Indemnifying Party shall be deemed to have tacitly acknowledged the merits of the claim for a fact, claim, lawsuit, Damages or Hidden Liabilities and the consequent right to indemnity of the Compensable Party.

  • In case the Seller considered that the Hidden Liabilities are inappropriate, and to the extent the Seller shall have complied with his obligations under Clause 7.1.2, the Seller may defend such claim through the legal counsel appointed by him at his expense, in which case he shall serve effective notice to the Buyer indicating he will undertake such defense.