Pre-Closing Claim has the meaning set forth in Section 5.14.
Pre-Closing Claim means all Actions listed on Schedules 3.05 or 4.13 (or which should have been listed on such Schedules) and any other Actions to the extent pending or threatened with respect to or relating to the Members, the Company or its business arising from or relating to any act, omission, event or occurrence on or prior to the Closing Date.
Pre-Closing Claim means the litigation and claims listed in Section 11.1(j) of the Seller Disclosure Letter and any other third-party litigation or claims pending as of the Closing Date to the extent arising out of the operations of the Property prior to the Closing and specifically excluding any litigation, claims or proceedings (including public hearings) (i) brought by the City, the RDA, Buyer or any of their respective Affiliates or Representatives, (ii) brought by any Person against (A) Seller or its Affiliates and (B) Buyer or its Affiliates, (iii) arising out of, resulting from or relating to this Agreement or the transactions contemplated hereby (including the Financing) or the negotiation, authorization, approval or execution hereof or thereof or (iv) arising out of or resulting from any act or omission of Buyer or any of its Affiliates or Representatives.
Examples of Pre-Closing Claim in a sentence
Presentation is an important aspect of communication: depending on the type of information to be conveyed, indicators can be represented as numbers within a text or table, as graphics, and as maps.
Any insurance proceeds received by the Seller or any of its Affiliates in respect of a Pre-Closing Claim or Post-Closing Claim shall be promptly transmitted to the Buyer.
Notwithstanding anything to the contrary herein, neither Seller nor any of its Subsidiaries shall have any obligation to bring any Proceedings to obtain any insurance coverage for any Valid Pre-Closing Claim.
Notwithstanding the foregoing, Purchaser shall have no liability for any Pre-Closing Claim to the extent that coverage is provided under an insurance policy written by a third party not affiliated with Seller which covers Pre-Closing Claims.
Any Pre-Closing Claim shall be processed by Ford in the same manner and shall be given the same priority relative to other claims as if such claim had been made by Ford or one of its Affiliates.
More Definitions of Pre-Closing Claim
Pre-Closing Claim means (i) any claim or cause of action relating to the Business, the Company or any Company Subsidiary arising out of, relating to or resulting from any action, inaction, event, condition, facts or circumstances that occurred or existed at or prior to the Closing, whether pending or threatened at the Closing Date or thereafter (except to the extent taken into account in determining Final Adjusted Working Capital) or (ii) any Liability of the Company or any Company Subsidiary (except to the extent such Liability was reflected in the most recent balance sheet included in the Financial Statements or taken into account in determining Final Adjusted Working Capital) to the extent such Liability was incurred at or prior to Closing, provided that Pre-Closing Claim shall not include any Liabilities under any contracts or commitments to the extent such Liability is incurred under such contract or commitment after the Closing; and provided further that Pre-Closing Claim shall not include any Environmental Claims or Buyer Patient Injury Claims.
Pre-Closing Claim means (i) with respect to any Centrally Arranged Insurance Policy that is a claims made policy, a claim notified, to an insurer by an Asset Seller (to the extent such claim is Related to a Sale Business) or a Target Company prior to Closing under, and in accordance with the terms of, a Centrally Arranged Insurance Policy in relation to an event that is insured under that Centrally Arranged Insurance Policy, or (ii) with respect to any Centrally Arranged Insurance Policy that is an occurrence policy, a claim notified to the RTA Representative by a Target Company or a member of the Xxxxx Group in relation to an event occurring prior to Closing that is insured under that Centrally Arranged Insurance Policy;
Pre-Closing Claim shall bear the meaning given to such term in clause 11.2;
Pre-Closing Claim means an incident or set of facts occurring prior to Closing that results in a Loss of the type typically covered by “occurrence-based” insurance policies.
Pre-Closing Claim means the litigation and claims listed on Schedule 1.1(f) and any other third party litigation or claims pending before any court, arbitration panel or tribunal as of the Closing Date to the extent arising out of the operations of the Company prior to the Closing and specifically excluding any litigation, claims or other Proceedings (including public hearings) (i) brought by any Governmental Entity (including any Gaming Authority) or by Buyer or any of its Affiliates or Representatives, (ii) brought by any Person against (A) Seller or its Affiliates (other than against or regarding the Company) and (B) Buyer or its Affiliates, (iii) arising out of, resulting from or relating to this Agreement or the transactions contemplated hereby or the negotiation, authorization, approval or execution hereof or thereof or (iv) arising out of or resulting from any act or omission of Buyer or any of its Affiliates or Representatives.
Pre-Closing Claim means any claim arising out of or in connection with a product shipped or manufactured by, or any service provided by, the KB Group on or prior to May 3, 1999, including, but not limited to, any claims of faulty workmanship or claims of construction defects for work performed or products sold on or prior to such date.
Pre-Closing Claim means (a) the litigation and claims listed on Schedule 1.1(g), (b) any other third-party litigation or claims pending before any court, arbitration panel or tribunal as of the Closing Date to the extent arising out of the operations of the Company prior to the Closing, (c) any personal injury litigation or claims filed after the Closing Date but arising out of a personal injury that occurred at the Company Property prior to the Closing, or (d) any other third-party litigation or claims filed after the Closing Date, but only to the extent such litigation or claim filed after the Closing Date does not relate to or arise out of any facts or circumstances that are the subject of a representation or warranty contained in Article IV and to the extent arising out of the operations of the Company prior to the Closing; provided, however, that under no circumstances shall a “Pre-Closing Claim” include any litigation, claims or other Proceedings (including public hearings) (i) brought by Buyer or any of its Affiliates or Representatives or any other Person against (x) Seller or its Affiliates (other than the Company) or (y) Buyer or its Affiliates, (ii) arising out of, resulting from or relating to this Agreement or the transactions contemplated hereby or the negotiation, authorization, approval or execution hereof or thereof (including any such litigation or claims brought by a Governmental Entity or Gaming Authority), (iii) arising out of or resulting from any act or omission of Buyer or any of its Affiliates or Representatives, or (iv) other than as set forth in clause (c) above, filed after the Closing Date that relates to or arises out of any facts or circumstances that are the subject of a representation or warranty contained in Article IV (in which case Buyer’s sole remedy will be governed by Section 9.2(a)(i), subject to the limitations of Article IX).