Undisclosed Pre-Closing Liabilities definition

Undisclosed Pre-Closing Liabilities means all Liabilities of the Company and its Subsidiaries (including the Sold Companies and the Sold Subsidiaries) (other than Tax liabilities) to the extent resulting from, arising out of, or relating to, the operation of the Business or the ownership of the Transferred Assets, in each case arising prior to the Closing, and in each case which do not arise out of (i) any matter disclosed in the Company Letter in a manner that, on the face of such disclosure, it is reasonably apparent that such matter (including the underlying facts giving rise thereto) would result in Liability, (ii) any matter to the extent reflected, disclosed or reserved against in the Financial Statements, (iii) any matter to the extent reflected on and taken into account in the Closing Statements and taken into account in the final determination of the Final Cash Purchase Price pursuant to Section 3.3, (iv) any Contract (including any transferred collective bargaining agreement) disclosed in the Company Letter (other than Liabilities for breach or material noncompliance), (v) any Contract that is a Transferred Asset not required to be disclosed in the Company Letter (other than Liabilities for breach or material noncompliance), (vi) any Liability relating to Employees and Former Employees expressly assumed by the Buyer in accordance with Article VI (including as a Liability of a Sold Company or Sold Subsidiary), or (vii) any Assumed Vacation and PTO, Assumed Bonus Liabilities and Assumed Plan (other than Liabilities for breach or material noncompliance) (or, in each case, any employer portion of employment Taxes payable in connection therewith). Notwithstanding the foregoing, “Undisclosed Pre-Closing Liabilities” shall not include any DCAA Liability.
Sample 1

Related to Undisclosed Pre-Closing Liabilities

  • 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

  • Closed-End Funds has the meaning set forth in Section 2.1(b).

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

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

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

  • Closed-end Fund means a registered investment company that raises capital only once, by issuing a fixed number of shares. The shares of the closed-end fund are typically traded on an exchange and their prices fluctuate throughout the trading day, based on supply, demand, and the changing values of their underlying holdings. Closed-end funds are also known as Listed Investment Companies in Australia, and Investment Trusts in the U.K. Closed-end funds do not include funds typically known as “Exchange-Traded Funds” (“ETFs”) organized as open-end investment companies or unit investment trusts.

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

  • 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.

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

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

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) 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) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

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

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

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

  • Target Companies means the Company and its Subsidiaries.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • 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.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

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

  • 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.

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

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

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

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