Unknown Liabilities definition

Unknown Liabilities means all present and future Environmental liabilities and obligations (whether under the Licence or Environmental Law) arising out of or in connection with incidents, accidents and/or other changes of circumstances from the norm with actual or potential negative consequences in relation to the Licensed Site and/or any other part of the Environment affected by any such incident, accident or other change of circumstance.

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Unknown Liabilities means each and every liability or obligation of the Company (whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (ii) disclosed in the representations and warranties of the Stockholders, the Schedules attached hereto.

Unknown Liabilities means Liabilities or Damages which are Indemnification Obligations but are not Known Liabilities.

Examples of Unknown Liabilities in a sentence

• In the event the Reserve is insufficient to cover Seller’s seventy percent (70%) share of any Unknown Liabilities that are incurred by the LLC prior to the Closing date, whether such shortfall becomes known before or after January 31, 2006, Seller shall reimburse the LLC for Seller’s seventy percent (70%) share of such liability within five (5) days of the LCC providing Seller with written notice of such liability together with reasonable evidence of such liability.

• The cumulative obligation of Overstock to reimburse Pelion for Unknown Liabilities hereunder shall in no event exceed $450,000.00.

• Seller further agrees to indemnify the Buyer Indemnitees against any and all Claims or Losses assessed against Buyer or the Company or to which Buyer or the Company may be subject for Unknown Liabilities.

• Subject to the terms and conditions of this Agreement, ----------- Purchaser shall assume the following liabilities (the "Assumed Liabilities"): all liabilities or obligations of any nature, kind or description whatsoever, absolute, contingent or otherwise, which arise or accrue with respect to or are attributable to the ownership and operation of the Company before or after the Closing Date, including Unknown Liabilities.

• OF SELLERS AND THE COMPANY 19 Section 4.1. Organization and Authority of the Company to Conduct Business 20 Section 4.2. Power and Authority; Binding Effect 20 Section 4.3. Equity Information 20 Section 4.4. Title 21 Section 4.5. No Violation or Breach 21 Section 4.6. Consents and Approvals 22 Section 4.7. No Proceedings 22 Section 4.8. Financial Statements; Unknown Liabilities 22 Section 4.9. Tax Matters 22 Section 4.10.

More Definitions of Unknown Liabilities

Unknown Liabilities means any and all Liabilities that any party to this Agreement does not know or suspect to exist at the time of the execution of this Agreement, regardless of whether knowledge of such Liabilities might have affected its decision with respect to the bidding, negotiation, execution and consummation of this Agreement and the transactions contemplated by this Agreement.

Unknown Liabilities means all Liabilities that arise or accrue with respect to, or are attributable to, the ownership or operation of the Company of which the Shareholders do not have knowledge as of the Closing Date.

Unknown Liabilities has the meaning set forth in Section 1.05(b)(ii).

Unknown Liabilities means each and every liability or obligation (including, without limitation, environmental liabilities) of the Companies and their Subsidiaries (whether known or unknown and whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent the amount of such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (i) included in the Post-Closing Long-Term Debt Calculation or Post-Closing Net Working Capital Calculation, or (ii) disclosed in the representations and warranties of the Sellers, the Schedules hereto or Sellers’ Disclosure Letter.

Unknown Liabilities means all (i) Liabilities that were not known by Epstein, Herrera or ▇▇▇▇▇▇ at or prior to the Closing and could not have been discovered had reasonable inquiry been made and (ii) shall include those Liabilities that were not known by Buyer or Parent as a result of all breaches arising from undisclosed exceptions to those representations and warranties made by the Sellers and/or Owners in this Agreement (and the Company Agreements (other than the Employment Agreements) or in any certificate delivered by Sellers and/or Owners at Closing which exceptions were not known by Epstein, Herrera or ▇▇▇▇▇▇ at or prior to Closing and could not have been discovered had reasonable inquiry been made.

Unknown Liabilities means each and every liability or obligation of Shoom and its Subsidiaries (whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (ii) disclosed in the representations and warranties of the Shoom Stockholders, the Schedules attached hereto.

Unknown Liabilities means those Claims and Losses that would result from a breach of representation or warranty that is subject to a knowledge qualifier had the knowledge qualifier otherwise been disregarded.