Quantum Liabilities definition

Quantum Liabilities means: (i) any and all liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as liabilities to be assumed by Quantum or any member of the Quantum Group prior to the Effective Time or to remain with any member of the Quantum Group subsequent to the Effective Time, including Quantum's obligations under Section 2.11, and all agreements, obligations and liabilities of Quantum or any member of the Quantum Group under this Agreement or any of the Ancillary Agreements, including those liabilities set forth on Schedule -------- 1.1 (rrr)(i) hereto; ------------ (ii) all liabilities (other than Taxes, employee-related liabilities and liabilities relating to employee benefit plans specifically addressed and allocated in any Ancillary Agreement), primarily relating to, arising out of or resulting from: (A) the operation of the Quantum Business, as conducted at any time prior to, on or after the Effective Time, including (1) any liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such person's authority), and (2) all liabilities under and resulting from the Specified Litigation; (B) any Quantum Asset or Quantum's obligations and liabilities under the Joint Contracts, whether arising before, on or after the Effective Time; (iii) all liabilities reflected as liabilities or obligations on the Quantum Balance Sheet or the accounting records supporting such balance sheet, and all liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet or the accounting records supporting such balance sheet, subject to any discharge of such liabilities subsequent to the date of the Quantum Balance Sheet; and (iv) all obligations and liabilities of IMPCO, Quantum or any member of the IMPCO Group or the Quantum Group under any Quantum Contract; (v) all liabilities relating to the Quantum Technology and any and all of the Quantum Group's use and licensing thereof; and (vi) all liabilities arising out of, related to or based upon any misstatement in or omission from the Form 10, the Information Statement or any amendments thereof or supplements thereto; except to the extent that any such liabilities arise out of or are bas...
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Quantum Liabilities means all outstanding liabilities of Quantum at Closing, being an aggregate amount of ~CAD$55,000, including without limitation all legal fees incurred by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ LLP with respect to this Transaction as of Closing;
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Examples of Quantum Liabilities in a sentence

  • IMPCO shall indemnify each Quantum Indemnitee and hold each of them harmless from and against any Unreleased Quantum Liabilities.

  • Notwithstanding anything provided in any Ancillary Agreement, from and after the Effective Time of the Contribution, (i) IMPCO shall, and shall cause each member of the IMPCO Group to, assume, pay, perform and discharge all IMPCO Liabilities and (ii) Quantum shall, and shall cause each member of the Quantum Group to, assume, pay, perform and discharge all Quantum Liabilities.

  • Quantum shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Quantum Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Quantum whether or not the privileged information is in the possession of or under the control of IMPCO or Quantum.

  • The term "Quantum Liabilities" in that Article shall be read to include all liabilities assumed or retained by the Quantum Group pursuant to this Agreement.

  • Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Quantum shall indemnify, defend and hold harmless the IMPCO Indemnitees from and against any and all Indemnifiable Losses of the IMPCO Indemnitees arising out of, by reason of or otherwise in connection with the Quantum Liabilities or alleged Quantum Liabilities, including any breach by Quantum of any provision of this Agreement or any Ancillary Agreement.

  • Insufficient Limits of Liability for Quantum Liabilities and SNAP Liabilities.................................................................8 Section 2.7. Cooperation.................................................................8 Section 2.8. No Assignment or Waiver.....................................................8 Section 2.9.

  • Quantum has not suffered or incurred any material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, including without limitation, liabilities on account of taxes, other governmental charges or legal proceedings (the “Quantum Liabilities”) other than (a) previously discharged Quantum Liabilities, and (b) Quantum Liabilities disclosed on the most recent Quantum Financial Statements described in this Agreement.