Pre-Closing Obligations means all obligations of the Seller (including indemnification and other contingent obligations) relating to (i) acts, events or omissions by any Person or circumstances existing at or prior to the Closing, (ii) goods or services provided to or for the benefit of the Seller or any of its affiliates prior to the Closing, (iii) goods or services provided by or on behalf of the Seller or any of its affiliates or licensees prior to the Closing, (iv) any pending or threatened litigation or claims made or threatened prior to the Closing, (v) any of the matters listed on Schedule 1.05 hereto, (vi) the conduct of the Business, the Seller or operation of the Transferred Assets or any benefit realized by the Seller prior to the Closing, (vii) contracts, agreements and other commitments that were required to be scheduled in Schedule 3.05(a) of the Disclosure Statement but were not scheduled and (viii) the employees of the Seller under any contracts, agreements, arrangements or understandings with such employees entered into or existing at or prior to the Closing and all other obligations of the Seller or any of its affiliates with respect to its employees at or prior to the Closing.
The aggregate amount payable by Sunrise hereunder is referred to as Sunrises Gross Pre-Closing Obligations and the aggregate amount payable by Sunrise, net of any amounts received in respect of clauses (i) through (iii) of paragraph (c) below, is referred to as Sunrises Net Pre-Closing Payments.
Sunrise will be entitled (i) to receive all proceeds of insurance received after the Cut-Off Time arising out of any casualty, for repair, replacement or rent loss; (ii) to collect and retain all accounts receivable arising from the Facilities; and (iii) to retain all gross revenues received after the Cut-Off Time, to the extent that the amounts set forth in clauses (i) through (iii) exceed the total amount of Sunrises Gross Pre-Closing Obligations.
The Seller's indemnity obligations under Section 8(b)(ii) (other than with respect to Sections 4(c)(iii) (Capitalization) or 4(f) (Tax Matters)), Section 8(b)(x) (Retained and Pre-Closing Obligations) and Section 8(b)(vii) (Reorganization Transactions) are only subject to the limitations (if any) set forth in their respective subsections.
As part of the Share Redemption, the Shareholders shall assume all obligations and liabilities relating to the Excluded Assets and all Pre-Closing Obligations to the extent they are not JSM Retained Liabilities.
BUYER'S PRE-CLOSING OBLIGATIONS; BUYER AND SELLING PARTY POST CLOSING OBLIGATIONS 12 Buyer's Pre-Closing Obligations.