Pre-Closing Event Liability definition

Pre-Closing Event Liability means, with reference to any item and whether or not any of the acts, omissions, circumstances, events, violations, breaches or other matters described in the following clauses are now or hereafter known, all obligations and Liabilities arising out of or relating to (i) any breach of or noncompliance with any Contract to the extent such breach or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Effective Time, (ii) any Proceeding to the extent such Proceeding arises out of any act, omission, circumstance or event attributable to the period prior to the Effective Time, (iii) any violation of or noncompliance with any Applicable Law to the extent such violation or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Effective Time, (iv) any fraudulent or criminal activity or conduct or other wrong doing on the part of Seller or any of its employees or agents at any time on or prior to the Effective Time (or, in the case of a Retained Employee, at any time prior to the time such Retained Employee shall become an employee of Buyer), (v) any violation of any express policy or standard (including any underwriting standard) of Seller with respect to the origination, renewal, waiver, forbearance, extension, renewal, amendment, modification of, or release of any collateral or guaranty collateralizing or guarantying, any Loan, (vi) any data or security breach or other misappropriation of customer data or information attributable to any period prior to the Effective Time, and (vii) Seller Taxes.
Pre-Closing Event Liability means, with reference to any item and whether or not any of the acts, omissions, circumstances, events, violations, breaches or other matters described in the following clauses are now or hereafter known, all obligations and liabilities arising out of or relating to (i) any breach of or noncompliance with any Assumed Contact or Branch Lease to the extent such breach or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (ii) any Proceeding to the extent such Proceeding arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (iii) any violation of or noncompliance with any applicable law to the extent such violation or noncompliance arises out of any act, omission, circumstance or event attributable to the period prior to the Closing Date, (iv) any fraudulent or criminal activity or conduct or other wrong doing on the part of the Seller or any of its employees or agents at any time on or prior to the Closing Date (or, in the case of a Transferred Employee, at any time prior to the time such Transferred Employee shall become an employee of the Purchaser), and (v) any data or security breach or other misappropriation of customer data or information attributable to any period prior to the Closing Date.

Examples of Pre-Closing Event Liability in a sentence

  • Any and all obligations of Seller pursuant to the Real Property Leases or the Assumed Contracts that are assignable by Seller to Buyer, other than any Pre-Closing Event Liability relating to or in respect of such Real Property Leases or Assumed Contracts.

Related to Pre-Closing Event Liability

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

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

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.