Seller Pre-Closing Liabilities definition

Seller Pre-Closing Liabilities means any Damages arising out of, related to or attributable to (a) violations of, or failure to comply with, any applicable Laws (whether or not disclosed to the Buyer, but specifically excluding the matter described on Disclosure Schedule 2.7(c)) by the Seller, the Company or Seller’s Affiliates or representatives, (b) any current or former employee or other service provider of the Company or any ERISA Affiliate, including Damages arising under applicable Law or any compensation or benefit plan, agreement, program or policy of the Company, the Seller or its Affiliates for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives or (c) the matters described as items (a)(1) on Disclosure Schedule 2.7, in each case, arising out of or relating to events or omissions first occurring prior to the Closing Date.
Sample 1
Seller Pre-Closing Liabilities means the Liabilities for which Seller or an Affiliate of Seller are responsible pursuant to provisions of the Jxxxxxx License Agreement and related documents that survive termination of such agreements.
Sample 1

Related to Seller Pre-Closing Liabilities

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

  • 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

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • 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.

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

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

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

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

  • Acquired Assets has the meaning set forth in Section 2.1.

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

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • 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.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.