Pre-Closing Claims means any Interim Covenant Claims or any Proceedings by the Purchasers against the Sellers or Clariant Corp. in relation to a Pre-Closing Breach.
Examples of Pre-Closing Claims in a sentence
Purchaser also acknowledges and agrees that, notwithstanding anything to the contrary contained herein, prior to the Closing, Seller shall be entitled to cause the Companies and the Transferred Subsidiaries to release each Indemnified Director and each other such Person referred to in the prior sentence from all Pre-Closing Claims.
Sellers agree to cooperate with Buyer prior to the Closing to determine the proper characterization of any of the Tiered Claims, and the parties shall work together in good faith to agree upon a final list of Tier 1 Claims as of the Closing Date (the Tier 1 Pre-Closing Claims), which Tier 1 Pre-Closing Claims will not include any Specified Litigation.
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).
All insurance policies issued by PICL in favor of the Companies or the Subsidiaries shall be terminated as of Closing and neither Seller nor PICL shall have any obligation to pay any claims which would otherwise be payable thereunder; provided, that Seller shall reasonably cooperate with Purchaser and keep Purchaser reasonably informed of all material events with respect to Pre-Closing Claims thereunder and not settle or compromise any such Pre-Closing Claims without the prior written consent of Purchaser.
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.