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 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

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.

  • Successor Liability According to PBGC’s complaint, Findlay owes more than $30 million in pension liability.

  • All Tax returns for Taxes with respect to the Business for which Buyer could be liable following the Closing (“Successor Liability Taxes”) have been timely filed by Sellers with the appropriate Taxing Authority or requests for extensions have been timely filed, granted, and have not expired for periods (or portions thereof) ended on or before the Closing Date, and Sellers have paid all Successor Liability Taxes shown to be due on any such filed Tax returns.

  • Successor Liability 76 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SELLING ENTITIES TO CLOSE Section 11.01.

  • There are no Liens on any of the Purchased Assets resulting from any failure (or alleged failure) to pay any Successor Liability Tax.

  • No claim, audit or investigation of the Business is pending, or to Sellers’ Knowledge, threatened in writing, by any state, local, or other jurisdiction with respect to any Successor Liability Tax.

  • Buyer, on the one hand, and Sellers, on the other, shall cooperate, as and to the extent reasonably requested by the other party, in connection with any audit, litigation or other proceeding with respect to Successor Liability Taxes.

  • If you purchase a Medi-Cal en business and you have entered into and submitted to PED (within 5 days purchase transaction completion) a valid Successor Liability with Join Several Liability Agreement , you are considered to be a transferee ap Joint Ownership Agreement - RealDealDocs Hi BP team,I recently put a property under contract using a California used the C.A.R form RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW Hi BP team,I recently put a property under contract using a Cal realtor.

  • Successor Liability damages, loss, cost or expense arising out of the: ownership, maintenance or use of any assets acquired by the Insured; or conduct of any person or organisation whose assets, business or organisation the Insured acquires; for any injury or damage happening, in whole or in part, before such acquisition is executed.

  • What is the process for buying a Medi-Cal enrolled Medi-Cal enrolled business and you have entered into and submitted to PED (within 5 days of the purchase transa Successor Liability with Joint and Several Liability Agreement , you are considered to be a transferee applican Joint Ownership Agreement - RealDealDocs Hi BP team,I recently put a property under contract using a California realtor.


More Definitions of Successor Liability

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
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

Related to Successor Liability

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

  • 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 Loan Party, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any other Loan 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 Loan Party’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 Loan 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 Loan Party 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 Loan Party executing this Agreement or the other Loan 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 and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

  • 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.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • 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).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • 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).