Pre-Closing Breach definition

Pre-Closing Breach any Liability of any Seller arising out of or relating to a Breach of any such Seller Contract that occurred before the Closing Date.
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Pre-Closing Breach means (a) any breach of any representation or warranty, no matter when discovered, which arises out of any fact, circumstance, event or occurrence which existed, arose or developed prior to the date of this Agreement (it being understood and agreed that any Claim commenced after the date hereof Increased Expenses shall constitute a Pre-Closing Breach if the underlying facts events or circumstances existed or occurred prior to the date hereof) or (b) any breach of any covenant or agreement of the Company.
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Pre-Closing Breach has the meaning set forth in Section 9.6(h).
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Examples of Pre-Closing Breach in a sentence

  • In the event that any dispute should arise between the parties hereto with respect to any matter covered by this Agreement, including, without limitation, the occurrence of a Pre-Closing Breach, the parties hereto shall resolve such dispute in accordance with the procedures set forth in this Section 11.

  • This Agreement may be terminated by the Company if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder (a "Pre-Closing Breach").

  • If a Party advises the other Party of any such matter with respect to a breach by the other Party (other than a Pre-Closing Breach), the advising Party shall have the right to terminate this Agreement in accordance with Sections 9.1(e) or (f) as the case may be.

  • If a Party advises the other Party of any such matter with respect to a breach of the advising Party (other than a Pre-Closing Breach), the other Party shall have the right to terminate this Agreement in accordance with Sections 9.1(e) or (f) as the case may be.

  • Prior to the Closing Date, each Party will promptly advise the other in writing of any change or discovery occurring after the date hereof that would constitute a material breach of any representation, warranty or covenant or a Pre-Closing Breach of the advising or other Party under this Agreement.

  • Notwithstanding the foregoing or anything to the contrary contained herein, the failure of Seller to assert a Pre-Closing Breach prior to the expiration of the five (5) Business Day period provided for herein shall not in any way constitute a waiver of Seller’s rights to subsequently assert the existence of such Pre-Closing Breach.

  • Notwithstanding anything herein to the contrary, Purchaser's waiver of any Pre-Closing Breach and election to Close over any such Pre-Closing Breach, shall constitute a waiver by Purchaser of only that amount attributable to such Pre-Closing Breach in excess of the applicable Pre-Closing Thresholds and the amount of any such Loss below such Pre-Closing Thresholds incurred by Purchaser shall constitute a Loss subject to indemnification by Seller pursuant to section 11.2. XI.

  • In the event that any dispute should arise between the ------- parties hereto with respect to any matter covered by this Agreement, including, without limitation, the occurrence of a Pre-Closing Breach, the parties hereto shall resolve such dispute in accordance with the procedures set forth in this Section 11.

  • This Agreement may be ------------------------------- terminated by the Company if at any time prior to the Closing there shall occur a material breach of any of the representations, warranties or covenants of the Buyer or the failure by the Buyer to perform any condition or obligation hereunder (a "Pre-Closing Breach").

  • Section 14.01 Seller Remedies in Event of Purchaser’s Pre-Closing Breach or Default.


More Definitions of Pre-Closing Breach

Pre-Closing Breach means any representation or warranty made by Seller pursuant to ARTICLE VI hereof, which is untrue at the time it is made and which misrepresentation or breach of warranty is discovered by Purchaser or disclosed to Purchaser by Seller on or prior to the Closing and regardless of whether such misrepresentation or breach of warranty was due to a willful or negligent act or omission of Seller. "PRE-CLOSING BREACH CAP" shall have the meaning set forth in SECTION 6.7.
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Pre-Closing Breach shall have the meaning set forth in Section 12.03.
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Pre-Closing Breach means an Interim Covenant Breach or a breach by the Sellers or Clariant Corp. of the covenants pursuant to Section 12.5 or of any other covenant, obligation or undertaking of the Sellers or Clariant Corp. under this Agreement relating to the time period prior to Closing.
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Pre-Closing Breach has the meaning set forth in Section 10.2.
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Related to Pre-Closing Breach

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Second Closing has the meaning set forth in Section 2.2.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • First Closing has the meaning set forth in Section 2.1(a).

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

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

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Put Closing shall have the meaning set forth in Section 2.3.8.