Purchaser Liabilities definition

Purchaser Liabilities means any and all Liabilities of Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), other than Liabilities identified as Purchaser Parent Retained Liabilities in clauses (a) through (f) of the definition of “Purchaser Parent Retained Liabilities”, whether arising prior to, on or after the Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Purchaser Business.
Sample 1Sample 2Sample 3
Purchaser Liabilities means (i) any Liabilities under the Contracts, and Licenses and Permits that are not Seller Liabilities, (ii) the payment of Taxes, but only to the extent such Liabilities and Taxes arise or accrue on or after the Closing Date, and (iii) any claim for personal injury or property damage to a Person which is based on any event which occurred at the Real Property on or after the Closing Date resulting from the acts of Purchaser, its Affiliates, employees or agents.
Sample 1Sample 2
Purchaser Liabilities is defined in Section 5.8(b).
Sample 1Sample 2

Examples of Purchaser Liabilities in a sentence

  • Purchase Advances shall not be treated as Purchaser Liabilities, and shall not be repaid by Purchaser other than through Contractor Distributions.

  • CKI has agreed to unconditionally, absolutely, continuingly and irrevocably guarantee to the Vendor the timely payments of the price payable by the Purchaser to the Vendor for the Sale Shares and the Note Assignment, being an amount equal to the Consideration (the “Purchaser Liabilities”), on Closing, in the event the Purchaser has failed to pay the Purchaser Liabilities on the Closing Date.


More Definitions of Purchaser Liabilities

Purchaser Liabilities has the meaning set forth in Section 9.06(e).
Sample 1Sample 2
Purchaser Liabilities has the meaning specified in Section 2.5.
Sample 1
Purchaser Liabilities means all Claims against and liabilities, obligations or indebtedness of any nature whatsoever of Leasco, whenever accruing, and the Purchaser accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including (i) any breach by the Purchaser or its subsidiaries of any of their respective representations or warranties set forth in Article 4 herein, (ii) any litigation threatened, pending or for which a basis exists that has resulted or may result in the entry of judgment in damages or otherwise against the Purchaser or its subsidiary; (iii) any and all outstanding debts owed by the Purchaser or its subsidiary; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Purchaser or its subsidiaries, as such Liabilities are determined by the Purchaser's independent auditors, on a quarterly basis, including all Liabilities for any taxes incurred by the Purchaser attributable to the Split-Off, and (vi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this section.
Sample 1
Purchaser Liabilities means Liabilities of Purchaser or any of its Subsidiaries other than the Acquired Entities.
Sample 1
Purchaser Liabilities shall have the meaning ascribed to such term in Section 16.2 hereof.
Sample 1

Related to Purchaser Liabilities

  • Other Liabilities means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

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

  • Seller Expenses has the meaning set forth in Section 11.1.

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

  • Senior Liabilities means the Senior Lender Liabilities and the Hedging Liabilities.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.