Pre-Closing Liabilities has the meaning set forth in Section 5.15.
Pre-Closing Liabilities means those debts and Liabilities arising in connection with the ownership or operation of the Acquired Assets or the Business prior to the Effective Time, except to the extent such debts and Liabilities are accounted for in the Final Closing Date Net Working Capital.
Pre-Closing Liabilities means any and all Liabilities of Privateer or any of its Subsidiaries arising out of or imposed upon or incurred by any Person as a result of any action, omission, fact or circumstance existing or occurring prior to the Effective Time. For clarity, Pre-Closing Liabilities includes Pre-Closing Taxes.
Examples of Pre-Closing Liabilities in a sentence
Other than the Assumed 503(b)(9) Claims, the Assumed Accounts Payable, Assumed Welfare Claims or as set forth in Section 2.03(b), all Pre-Closing Liabilities.
More Definitions of Pre-Closing Liabilities
Pre-Closing Liabilities means all Liabilities of the Company arising out of or resulting from events, actions or omissions occurring or circumstances existing before the Closing. For the avoidance of doubt, Liabilities relating to the performance of Contractual Obligations or of obligations in respect of Permits and Liabilities relating to compliance with Legal Requirements, in each case to the extent such performance or compliance is required after the Closing, shall not be Pre-Closing Liabilities.
Pre-Closing Liabilities means (a) any and all claims (and related Damages) against, and Liabilities (and related Damages) of, any of the Pershing Companies arising prior to the Closing Date, and (b) any claims (and related Damages, which shall include, without limitation, licensing fees payable after the Closing Date relating thereto) by a third party and Liabilities (and related Damages) in respect thereof, including those set forth in Section 3.17(b) of the Disclosure Schedule, that the use of the Company Intellectual Property in existence on the Closing Date and owned by any of the Pershing Companies infringes any U.S. patent of such third party issued prior to the Closing Date, except for Liabilities (and related Damages) (i) accrued or reserved for on the Closing Balance Sheet, (ii) arising from actions taken by the Pershing Companies prior to the Closing Date in the ordinary course of business consistent with past practice (none of which results from, arises out of or relates to any breach of contract, tort or violation of Law), or (iii) set forth on the Disclosure Schedule (other than those matters set forth in items 1, 2, 3, 5, 6, 9, 11, 23, 27, 28, 32, 38, and 40 of Section 3.12 of the Disclosure Schedule), except in the case of clauses (ii) and (iii), arising from any breach of duty by Seller or any of the Pershing Companies constituting gross negligence, recklessness or bad faith.
Pre-Closing Liabilities means all Liabilities to the extent that they arise out of or relate to or are in connection with the ownership, operation, use, maintenance or occupancy of the Included Property of any Site by the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries prior to the Initial Closing Date (whether or not asserted as of or prior to the Initial Closing Date), including all payments due under any Ground Lease or Collocation Agreement (including Liabilities with respect to revenue sharing) prior to the Initial Closing Date, except in each case to the extent taken into account in determining the proration of expenses pursuant to Section 2.8. For the avoidance of doubt, with respect to any Liabilities that arise out of or relate to or are in connection with the operation, use, maintenance or occupancy of the Included Property of any Site by the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries that exist at the Initial Closing, “Pre-Closing Liabilities” shall only include such Liabilities as of the Initial Closing, and shall not include any additional Liabilities relating to, arising out of or in connection with such Liabilities from the continued ownership, use, operation, maintenance or occupancy of the Included Property of the Sites after the Initial Closing (it being understood and agreed that “additional Liabilities” shall not mean Liabilities unasserted prior to the Initial Closing).
Pre-Closing Liabilities means (a) any and all claims (and related Damages) against, and Liabilities (and related Damages) of, any of the Pershing Companies arising prior to the Closing Date (including, without limitation, (i) any Damages arising from the matters set forth in Section 1.01(b) of the Disclosure Schedule, other than those matters set forth in Exhibit 1.01(c) and (ii) any Damages arising from items 41 through 43 in Section 3.12 of the Disclosure Schedule) and (b) any claims (and related Damages, which shall include, without limitation, licensing fees payable after the Closing Date relating thereto) by a third party and Liabilities (and related Damages) in respect thereof, including those set forth in Section 3.17(b) of the Disclosure Schedule, that the use of the Company Intellectual Property in existence on the Closing Date and owned by any of the Pershing Companies infringes any U.S. patent of such third party issued prior to the Closing Date, except for Liabilities (and related Damages) (i) accrued or reserved for on the Closing Balance Sheet, (ii) arising from actions taken by the Pershing Companies prior to the Closing Date in the ordinary course of business consistent with past practice (none of which results from, arises out of or relates to any breach of contract, tort or violation of Law or any of the items listed in the third parenthetical in clause (a) above), or (iii) set forth on the Disclosure Schedule (other than those matters set forth in items 1, 2, 3, 5, 6, 9, 11, 23, 27, 28, 32, 38, 40, 41, 42 and 43 of Section 3.12 of the Disclosure Schedule), except in the case of clauses (ii) and (iii), arising from any breach of duty by Seller or any of the Pershing Companies constituting gross negligence, recklessness or bad faith.
Pre-Closing Liabilities means any Third Party Claim brought against Buyer or the Company (including indemnification claims made in respect of pre-Closing periods under the Ticketmaster Joinder Documents) to the extent arising from or related to the use, operation or ownership, prior to the Closing Date, of the Owned Real Property, the other assets of the Company and the Business (other than (a) the Buyer Environmental Liabilities, (b) the Seller Environmental Liabilities, (c) in respect of any Owned Real Property Claims, (d) any Pre-Closing Taxes, (e) any Local Pension Plan Liabilities, (f) in respect of any Specified Trigger Events, (g) as set forth in Section 10.1, Section 10.2, Section 10.3 or Section 10.4 or (h) as otherwise provided in this Agreement).
Pre-Closing Liabilities means any and all Liabilities of any of the SB Group Companies (other than AmBev) arising prior to the Closing or in any way relating to the period ending on the Closing, including any such Liabilities that are set forth in any Section of the Disclosure Schedule and any Liabilities relating to the Restructuring (other than the Excluded Taxes).
Pre-Closing Liabilities means all Liabilities of the Contributor, whether or not disclosed to the Acquiror, that, directly or indirectly, relate to, result from or arise out of, facts, conduct, conditions or circumstances in existence on or before the Closing Date, including, without limitation, all Liabilities listed in Section 1.4 of this Agreement.