Seller Liabilities definition

Seller Liabilities shall have the meaning set forth in Section 12.2.

Seller Liabilities shall have the meaning set forth in Section 5.06(b).

Seller Liabilities means all liabilities of ECG and Sprint to the extent arising out of or relate to the Seller Assets.

Examples of Seller Liabilities in a sentence

• The Company and the Purchaser hereby acknowledge that they are obtaining the Conveyed Seller Assets and assuming the Assumed Seller Liabilities and that from and after the Closing, shall pay, discharge and perform all liabilities and obligations related thereto promptly when due and hold the Seller harmless with respect thereto.

• For a period of seven (7) years after the Closing, Purchaser shall make personnel of the Companies reasonably available to Seller to provide information relating to any of the Seller Liabilities.

• Subject to this Section 8.08, all such Conveyed Seller Assets and Assumed Seller Liabilities shall constitute assets, liabilities and obligations of the Company and its Subsidiaries as of the Closing Date for all purposes herein.

• The limitations set forth in Section 6.3 above shall not limit or otherwise adversely affect Buyer's rights to indemnification for Buyer Damages under any provision of Section 6.2 other than Section 6.2(a), including Buyer's remedies in respect of Seller Liabilities, without regard to any time or dollar limitation.

• Therefore, DCM-d2 was selected after considering its performance in both Cu(I)-catalyzed asymmetric 1,4- and 1,2-addition of Grignard reagents.

More Definitions of Seller Liabilities

Seller Liabilities has the meaning set forth in Section 9.06(e).

Seller Liabilities is defined in Section 1.4.

Seller Liabilities shall have the meaning assigned to it in Section 10.2 hereof.

Seller Liabilities means all of the following liabilities, obligations or commitments:

Seller Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Seller Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Seller Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Seller Liabilities means all debts, liabilities and obligations of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) of Seller other than the Assumed Liabilities. Seller Liabilities include for the avoidance of doubt and without limitation, all debts, liabilities and obligations of Seller of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) and any Losses or Claims, whether or not disclosed in a schedule hereto (other than Assumed Liabilities), which debts, liabilities, obligations, Losses or Claims arise out of, relate to or result from (i) the pre-Closing ownership, use, possession, enjoyment, transfer, or operation of the Business, (ii) Seller’s tortious conduct, (iii) Seller’s violation of laws that relate to the Business (including pre-Closing violations of Environmental Laws), (iv) the pre-Closing Release of any hazardous or toxic substance at any site as a result of the operations conducted by or on behalf of Seller in connection with the Business or the Purchased Assets or other assets owned by Seller, (v) the pre-Closing exposure of any Person or property to hazardous or toxic substances at any site as a result of the operations conducted by or on behalf of Seller or in connection with the Business or the Purchased Assets or other assets owned by Seller, (vi) litigation arising from events or conditions occurring or existing on or prior to the Closing Date that relate to Seller or the Business or the Purchased Assets, (vii) employees or former employees of Seller relating to their employment by Seller, including, without limitation, (a) Claims relating to their termination of employment with Seller or their failure to continue employment with Seller or obtain employment with Buyer or any of its Affiliates as of the Closing Date, and (b) Claims respecting compensation and benefits under any contract or benefit or compensation plans or any other Employee Plan maintained by or on behalf of Seller, (viii) Employee Plans sponsored, maintained or contributed to by Seller (including, without limitation, the failure to operate or maintain any plan in compliance with its terms and applicable Legal Requirements), (ix) any unfunded liability under any Seller Employee Plan, (x) the provision of any products or services by Seller (other than the Assumed Liabilities), (xi) any notice of deficiency, or a...

Seller Liabilities means all present and future indebtedness, liabilities and obligations of any and every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, matured or unmatured) of the Seller to FGI in connection with or with respect to the Transaction Documents, including without limitation any obligations under the Master Facilities Agreement.