Pre-Closing Liability definition

Pre-Closing Liability means except to the extent accrued or provided for in the relevant Party’s Final Closing Balance Sheet:

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Pre-Closing Liability mean any debt, Liability or obligation (whether or not disclosed in the Disclosure Schedule) of the Seller, EnStructure, the Parent or any of their respective Affiliates relating to facts, conduct, conditions or circumstances in existence on or before the Closing Date, including, without limitation any claim against the Seller, EnStructure, the Parent or any of their respective Affiliates relating to or arising out of (A) actual or alleged breach of contract or warranty, (B) workers’ compensation obligations and claims and other claims asserted by employees of the Seller, EnStructure, the Parent or any of their respective Affiliates with respect to actual or alleged injuries or other Damages suffered by such employees relating to incidents occurring on or before the Closing Date, (C) Liabilities, obligations, Damages or claims arising out of actual or alleged injuries or Damages resulting from truck or automobile collisions, mishaps or accidents occurring on or before the Closing Date, or (D) Liabilities, obligations, Damages or claims arising out of (i) employees or former employees of the Seller, EnStructure, the Parent or any of their respective Affiliates relating to their employment by the Seller, EnStructure, the Parent or any of their respective Affiliates on or before the Closing Date including, without limitation, claims relating to their termination of employment (in connection with the Transaction or otherwise) or their failure to obtain employment with the Seller, EnStructure, the Parent or any of their respective Affiliates for any reason whatsoever or respecting compensation and benefits under any Contract or benefit or compensation plans or any other employee benefit program maintained by, or on behalf of, the Seller, EnStructure, the Parent or any of their respective Affiliates (including severance costs), and (ii) employee benefit plans sponsored, maintained or contributed to by any ERISA Affiliate.

Pre-Closing Liability means any Liability relating to or arising from the ownership or operation of the Purchased Assets by Seller before August 20, 2001, any obligations to pay utilities or taxes for the period prior to August 20, 2001 and any credit or other amount due a direct or indirect purchaser of products produced using the Machinery, Equipment, Furniture and Fixtures before August 20, 2001.

Examples of Pre-Closing Liability in a sentence

The Purchaser shall not assume or be obligated to perform or otherwise discharge any obligations or Liabilities of the Seller or its Affiliates, including any Pre-Closing Liability or any other Liability arising out of the ownership or leasing of the Business or Purchased Assets, or any portion thereof, prior to the Closing, except for the Assumed Liabilities (the “Excluded Liabilities”).
The Pre-Closing Liability Amount shall be deducted in the determination of Net Cash (without duplication) pursuant to Section 1.6, if not finally settled prior to the Closing.
This Section 5.13 does not operate to limit the rights of Buyer and Buyer Parent hereunder in respect of indemnification for any Pre-Closing Liability or the rights of Seller or Seller Parent in respect of indemnification for any Post-Closing Liability.
Notwithstanding the foregoing, the matters set forth on attached EXHIBITS Q and U shall be deemed Unknown Pre-Closing Liabilities, and the fact that a matter is referred to on attached EXHIBIT O and is thus within the knowledge of Urban or Urban Retail shall not preclude such matter from being an Unknown Pre-Closing Liability.
DNP agrees to be responsible for any and all DPTT Pre-Closing Liability, and ▇▇▇▇▇▇▇▇▇▇ agrees to be responsible for any and all PSMC Pre-Closing Liability.
Any Liability which arises from or as a result of the consummation of Closing shall not constitute a Pre-Closing Liability or a Post-Closing Liability.
The Pre-Closing Liability Amount shall be deducted in the determination of Net Cash pursuant to Section 1.6, if not finally settled prior to the Closing.
Seller will remain liable and obligated for and will pay, perform and satisfy when due, each Pre-Closing Liability of the Seller.
Attached hereto as Exhibit A is a statement certified by the President or Chief Financial Officer of the Company (the “Estimated Closing Statement”) setting forth the Company’s good faith calculation of the Estimated Pre-Closing Liability Adjustment Amount.
For the avoidance of doubt, Buyer shall have no obligation to notify Seller if the senior management of Buyer obtains actual knowledge of any Pre-Closing Liability or Spanish Tax Claims.

More Definitions of Pre-Closing Liability

Pre-Closing Liability. Amount shall mean the sum of all amounts up to CHF 15,000,000 owed by Seller to Buyer or its Affiliates attributable to claims for misrepresentation or breach of warranties reflected in the update to the Disclosure Letter.

Pre-Closing Liability has the meaning set forth in Section 3.1(i).

Pre-Closing Liability means any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, agreements, liabilities, damages, costs, expenses, demands, judgments, executions, variances, claims and other obligations of whatever kind or nature, in law or in equity, known or unknown, arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type, whatsoever, arising or existing, or occurring, in whole or in part, at any time prior to the Closing Date.

Pre-Closing Liability means any Liability of the Company or Loscalzo, fixed or contingent, known or unknown, arising before the ▇▇▇▇▇▇▇ that was not included in the determination of the Net Assets Statement, except for (i) Liabilities, including Liabilities for Taxes, accrued expenses and trade accounts payable, arising from or incurred in respect of the operations of the Company in the ordinary course of business between the Effective Time and the Closing Date and which are intended to be for the account and at the expense of SmartPros in accordance with Section 2.05; and (ii) Liabilities consisting of executory obligations for payment or performance, including executory obligations under the Lease and other Contracts, accruing in respect of or intended to be performed in any period following the Effective Time.