Pre-Closing Claims definition

Pre-Closing Claims has the meaning set forth in Section 7.15(e).

Pre-Closing Claims shall have the meaning set forth in Section 5.5(a) hereof.

Pre-Closing Claims means any and all Actions and Liabilities whatsoever, whether at Law or in equity (including any right of contribution or any right pursuant to any Environmental Law), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed in each case on or before the Closing, including with respect to the transactions contemplated by the Restructuring Transactions Memorandum and any Taxes arising therefrom (except as expressly set forth in the Restructuring Transactions Memorandum or any other Ancillary Agreement), but other than claims for breach of this Agreement or any Ancillary Agreement.

Examples of Pre-Closing Claims in a sentence

• It is understood and agreed that claims for benefits or coverage under Seller Policies for Retained Liabilities or to the extent relating to the Excluded Assets shall not constitute Valid Pre-Closing Claims.

• Notwithstanding Section 2.3 above, Purchaser will not assume any Liabilities or have any responsibility with respect to any Liability of Seller that is not an Assumed Liability, including, without limitation, any Pre-Closing Claims (each, an “Excluded Liability”).

• RBS Warranty in respect of Pre-Closing Claims 48 ARTICLE 10 DISPUTE RESOLUTION Section 10.01.

• Purchaser and Seller shall cooperate in connection with making any Valid Pre-Closing Claims and each Party shall provide the other with all reasonably requested information necessary to make such claim.

• The Company shall provide, or cause the Group to provide, all assistance and information reasonably requested by Holdings in connection with processing Pre-Closing Claims and providing information to its insurance underwriters, in each case in a manner consistent with the practices of Ford and the Company prior to the date hereof and Holdings shall consult with the Company, and keep the Company reasonably informed with respect to, any of the foregoing.

More Definitions of Pre-Closing Claims

Pre-Closing Claims means (i) Claims asserted by or against a Seller prior to the Closing Date, and (ii) counterclaims with respect to a Claim asserted by or against a Seller prior to the Closing Date.

Pre-Closing Claims is defined in Section 4.4A of this Agreement.

Pre-Closing Claims has the meaning specified in Section 2.3.1.

Pre-Closing Claims means any pending or threatened Action or Order, or any third party claim which would reasonably be expected to lead to an Action by such third party if not otherwise resolved or settled with such party, relating to the PRC Companies to the extent arising from facts or circumstances that occurred on or prior to the Closing, whether pending or threatened at the Closing or thereafter. Section 1.62.

Pre-Closing Claims means all liabilities and obligations arising out of or relating to the Licenses, other than the Post-Closing Claims.

Pre-Closing Claims means all liabilities and obligations arising out of or relating to the Partitioned License other than the Post-Closing Claims.

Pre-Closing Claims has the meaning set forth in Section 12.5(a). “Pre‑Closing Matters” has the meaning set forth in Section 12.5(a). “Pre‑Closing Occurrences” has the meaning set forth in Section 12.5(a). “Pre‑Closing Straddle Period” means the portion of the Straddle Period ending on the Closing Date. “Pre‑Closing Straddle Period Taxes” means (i) Taxes of the Target Group Companies and the Controlled Dealership Entities (or for which any of the Target Group Companies or any the Controlled Dealership Entities is liable), allocable to the Pre‑Closing Straddle Period pursuant to Section 8.6(d), and (ii) Taxes of the buyers of the Transferred Assets that are attributable to the Transferred Assets and Liabilities, that would have been owed by the relevant Asset Seller if the Transactions had not occurred and are allocable to the Pre-Closing Straddle Period pursuant to Section 8.6(d). “Pre‑Closing Tax Period” means any taxable period (or portion thereof) ending on or prior to the Closing Date, including the Pre-Closing Straddle Period. “Pre-Closing Taxes” means the sum of (i) Taxes of the Target Group Companies and the Controlled Dealership Entities (or for which any of the Target Group Companies or the Controlled Dealership Entities are liable) with respect to any taxable period that ends on or prior to the Closing Date, (ii) Taxes of the buyers of the Transferred Assets with respect to any taxable period that ends on or prior to the Closing Date but solely to the extent such Taxes are attributable to the Transferred Assets and Liabilities and would have been owed by the Assets Seller if the Transactions had not occurred, and (iii) Pre-Closing Straddle Period Taxes, in each case, for the avoidance of doubt, excluding Transfer Taxes. For the avoidance of doubt, (x) a Tax shall not cease to be a Pre-Closing Tax solely because it arises from a Buyer Requested Transaction, and (y) any Pre-Closing Taxes shall be determined without regard to any activities or operations of the Target Group Companies outside the ordinary course of business implemented after the Closing Date (but that are deemed to occur on or before the Closing Date). “Pre‑Closing Transactions” means the transactions referred to in Section 6.4(a) through Section 6.4(g). “Price Allocation” has the meaning set forth in Section 3.1(a). “Price Allocation Principles” has the meaning set forth in Section 2.6(b). “Projections” has the meaning set forth in Section 5.8.