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.
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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.
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Examples of Pre-Closing Liability in a sentence

  • Pre-Closing LiabilityOmri Ben-ShaharFollow this and additional works at: http://chicagounbound.uchicago.edu/journal_articles Part of the Law Commons Recommended CitationOmri Ben-Shahar, "Pre-Closing Liability," 77 University of Chicago Law Review 977 (2010).

  • 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.

  • Omri Ben-Shahar Follow this and additional works at: https://chicagounbound.uchicago.edu/journal_articles Part of the Law Commons Recommended Citation Omri Ben-Shahar, "Pre-Closing Liability," 77 University of Chicago Law Review 977 (2010).


More Definitions of Pre-Closing Liability

Pre-Closing Liability has the meaning set forth in Section 3.1(i).
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Pre-Closing Liability means any Liability of the Company or Loscalzo, fixed or contingent, known or unknown, arising before the Xxxxxxx 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.
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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.
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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.
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Related to Pre-Closing Liability

  • 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

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

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

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

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

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • 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.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

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

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.