Successor Liability definition

Successor Liability means any liability or obligation of Seller, including, without limitation, any liability for (i) compensation or other benefits owed to an employee of Seller; (ii) workers compensation or unemployment compensation to which an employee of Seller is or becomes entitled relating to any period prior to the Closing; (iii) payroll or payroll related taxes, premiums, or assessments on account of Seller's employment of any person relating to any period prior to the Closing; (iv) any employer liability (whether by contract, tort or negligence) to an employee or former employee of Seller relating to any period prior to the Closing; (v) Seller's taxes or debt obligations; (vi) retirement or benefit plans established or maintained by Seller; or (vii) any liability for Seller's acts or omissions, or arising out of its occupancy or use of the Facilities or the Transferred Assets prior to the Closing.
Sample 1
Successor Liability. This Agreement is final and binding on UPDC, its officers, employees, contractors, successors, and assigns, including its wardens, command unit, correctional officers and other employees, health care staff or contractors, and any other person under the authority or control of UPDC. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and the counterparts shall together constitute one and the same Agreement, notwithstanding that each Party is not a signatory to the original or the same counterpart. Authority: The individuals signing this Agreement represent that they are authorized to do so on behalf of the respective entity for which they have signed. Term: This Agreement shall remain in effect for a term of two years from its Effective Date. The term of this Agreement may be extended by mutual written consent of the Parties. Publicity: This Agreement and any amendment hereto shall be public documents. Costs and Fees: The United States and UPDC will bear the cost of their own fees and expenses incurred in connection with this Agreement. Preclusive Effect: The Parties do not intend for this Agreement to have any preclusive effect except as described in Paragraph 29. Should the issue of preclusive effect of this Agreement be raised, the Parties agree to certify that they intended for this Agreement to have no such preclusive effect.
Sample 1
Successor Liability. This Agreement is final and binding on HDPS, its officers, employees, successors, and assigns, including its officers, employees, agents, and any other person under the authority or control of HDPS.
Sample 1

Examples of Successor Liability in a sentence

  • If you purchase a Medi-Cal enrolled business and you have entered into and submitted to PED (within 5 days of the purchase transaction completion) a valid Successor Liability with Joint and Several Liability Agreement , you are considered to be a transferee applicant.

  • Manufacturing, processing, distribution in commerce, use and disposal of the PMN substance is exempt from the requirements of this Order (except the requirements in the Recordkeeping and Successor Liability Upon Transfer Of Consent Order sections) only to the extent that (1) these activities are conducted in full compliance with all applicable requirements of the following exemptions, and (2) such compliance is documented by appropriate recordkeeping as required in the Recordkeeping section of this Order.

  • If you want more detail for a certain subject, you can simply jump from a topic in Part 1 to the same topic in Part 2 without need to read the full document.

  • DOJ & SEC GUIDE, supra note 4, at 28– 30; see also M&A Due Diligence and Successor Liability, ALLEN & OVERY, http://www.allenovery.com/publications/en-gb/ FCPA/Pages/M-and-A-due-diligence-and-successor-liability.aspx (last visited Nov.

  • Adam Prestidge, Note, Avoiding FCPA Surprises: Safe Harbor From Successor Liability in Cross-Border Mergers and Acquisitions, 55 WM.

  • Organizations,” and, together with the others, the “Successor Liability Objectors”) likewise argued that Old GM could not sell its assets free and clear of any rights or claims based on successor or transferee liability.25The Successor Liability Objectors argued that shedding potential successor liability was not permitted under Bankruptcy Code section 363(f).

  • In particular, the expert was asked to focus on certain business combination transactions between Countrywide, on the one hand, and Bank of America, on the other, in 2008, and whether such transactions could provide a basis for the Trustee to recover from Bank of America under the Successor Liability Theories.

  • Although one court has allowed this issue to proceed past the motion to dismiss stage, the Trustee is aware of no case to date that has imposed liability on Bank of America under any of the Successor Liability Theories.

  • Each partner should be involved with specific tasks that complement each other.

  • L.SHECTER, “Acquiring Corporate Assets without Successor Liability: is it a Myth?”, Colum.


More Definitions of Successor Liability

Successor Liability means any Liabilities that any Person or Governmental Entity seeks to impose upon Buyer by virtue of any theory of successor liability, including Liabilities relating to environmental matters, any Employee Plan/Agreement, product liability, Taxes, labor and employment matters, COBRA, ERISA, the Code, the WARN Act, other applicable “plant-closing” or similar Law (including, as result of the Company failing to provide any notices that may be required under such Laws), FLSA or any equivalent state, municipal, county, local, foreign or other Law with respect to any of the foregoing, or as a result of Buyer’s failure to comply with any bulk transfer or similar Law.
Sample 1
Successor Liability means any Liabilities that any Person or Governmental Entity seeks to impose upon Buyer with respect to the Company, the PEO and/or the Business by virtue of any theory of successor liability, including Liabilities relating to environmental matters, any Employee Plan/Agreement, product liability, Taxes, labor and employment matters, COBRA, ERISA, the Code, the WARN Act, or FLSA.
Sample 1

Related to Successor Liability

  • Successor Guarantor shall have the meaning specified in Section 11.02(a).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Excluded Hedge Liability or Liabilities means, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • 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.

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

  • 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.

  • successor in business means any company which, as a result of any amalgamation, merger or reconstruction: (a) owns beneficially the whole or substantially the whole of the undertaking, property and assets owned by the Issuer immediately prior thereto; and (b) carries on, as successor to the Issuer, the whole or substantially the whole of the business carried on by the Issuer immediately prior thereto.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Successor Parent with respect to any Person, means any other Person with more than 50% of the total voting power of the Voting Stock which is, at the time the first Person becomes a Subsidiary of such other Person, “beneficially owned” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) by one or more Persons that “beneficially owned” (as so defined) more than 50% of the total voting power of the Voting Stock of the first Person immediately prior to the first Person becoming a Subsidiary of such other Person.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

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

  • Asserted Liability has the meaning set forth in Section 9.4(a).

  • Successor Holdings has the meaning assigned to such term in Section 6.03(a)(v).

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Successor Company shall have the meaning specified in Section 11.01(a).

  • Successor Operator means a Train Operator succeeding or intended by the Secretary of State to succeed (and whose identity is notified to the Franchisee by the Secretary of State) the Franchisee in the provision or operation of all or any of the Franchise Services including, where the context so admits, the Franchisee where it is to continue to provide or operate the Franchise Services following termination of the Franchise Agreement;

  • Successor Rate means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

  • 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).

  • UK Bail-in Liability means a liability in respect of which the UK Bail-in Powers may be exercised.

  • Successor Issuer has the meaning assigned to it in Section 4.1(a).

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Successor Borrower has the meaning assigned to such term in Section 6.07(a).

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.