Pre-Closing Claims definition

Pre-Closing Claims has the meaning specified in Section 12.14(a).

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

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

Examples of Pre-Closing Claims in a sentence

• 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.

• Seller will provide full cooperation to Buyer in any efforts to avail itself or any of its Affiliates of coverage under any such applicable insurance policies with respect to Pre-Closing Claims.

• 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.

• Company Warranty in respect of Pre-Closing Claims 48 Section 9.12.

More Definitions of Pre-Closing Claims

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

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 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.

Pre-Closing Claims shall have the meaning assigned to it in Section 5.13.

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.

Pre-Closing Claims has the meaning set forth in Section 6.04.