Pre-Closing Matters definition

Pre-Closing Matters means any circumstance, matter or event in relation to the carrying on of the Business at any time on or before the Closing Date and/or any circumstance, matter or event occurring in relation to a Group Company (or the directors and/or officers of a Group Company) at any time on or before the Closing Date;

Pre-Closing Matters has the meaning set forth in Section 7.1(a).

Pre-Closing Matters has the meaning set forth in Section 6.4(b).

Examples of Pre-Closing Matters in a sentence

• The Company shall not release, commute, buy-back, or otherwise eliminate the coverage available to any of the Purchased Assets under any occurrence based policy with respect to Pre-Closing Matters.

• AGS shall have also received all necessary approvals from the shareholders and Board of Directors of its subsidiaries and affiliates with respect to the Transactions contemplated hereunder, including, but not limited to, the Pre-Closing Matters and the Pre-Closing Transfers.

• The Seller shall have the obligation to continue for a --------- period of five (5) years following the Closing Date, at its sole expense, the One Hundred Million U.S. Dollars ($100,000,000) comprehensive insurance maintained by the Company as of the date of this Agreement (or comparable coverage) relating to the Business, in each case only to the extent that such insurance provides coverage for Product Liability/Toxic Tort Claims against the Company arising out of Pre-Closing Matters.

• Section 1.1. Definitions 3 Section 1.2. Interpretation 29 ARTICLE II THE MERGER Section 2.1. The Merger 30 Section 2.2. Effective Time 30 Section 2.3. Closing 30 Section 2.4. Effects of the Merger 31 Section 2.5. Certificate of Incorporation and By-laws 31 Section 2.6. Directors 31 Section 2.7. Officers 31 Section 2.8. Pre-Closing Matters 31 Section 2.9. Merger Consideration 32 Section 2.10.

• The provisions of Section 11.09(c) shall apply to Buyer’s Corrective Actions with respect to Specified Pre-Closing Matters Capital Expenditures.

• Section 1.1. Definitions 3 Section 1.2. Interpretation 28 ARTICLE II THE MERGER Section 2.1. The Merger 30 Section 2.2. Effective Time 30 Section 2.3. Closing 30 Section 2.4. Effects of the Merger 30 Section 2.5. Certificate of Incorporation and By-laws 30 Section 2.6. Directors 31 Section 2.7. Officers 31 Section 2.8. Pre-Closing Matters 31 Section 2.9. Merger Consideration 32 Section 2.10.

• AGS shall have received all necessary approval(s) from the shareholders and Board of Directors of AGS with respect to the Asset Purchase, this Agreement and any and all Transactions contemplated hereby, including, but not limited to, the Pre-Closing Transfers and the Pre-Closing Matters, together with the approval(s) from any other Person having any rights which require obtaining an approval for the Transactions.

• Certain Pre-Closing Matters ..................................52 SECTION 5.16.

More Definitions of Pre-Closing Matters

Pre-Closing Matters has the meaning set forth in Section 12.5(a). “Pre‑Closing Occurrences” has the meaning set forth in Section 12.5(a). “Pre‑Closing Straddle Period” means the portion of the Straddle Period ending on the Closing Date. “Pre‑Closing Straddle Period Taxes” means (i) Taxes of the Target Group Companies and the Controlled Dealership Entities (or for which any of the Target Group Companies or any the Controlled Dealership Entities is liable), allocable to the Pre‑Closing Straddle Period pursuant to Section 8.6(d), and (ii) Taxes of the buyers of the Transferred Assets that are attributable to the Transferred Assets and Liabilities, that would have been owed by the relevant Asset Seller if the Transactions had not occurred and are allocable to the Pre-Closing Straddle Period pursuant to Section 8.6(d). “Pre‑Closing Tax Period” means any taxable period (or portion thereof) ending on or prior to the Closing Date, including the Pre-Closing Straddle Period. “Pre-Closing Taxes” means the sum of (i) Taxes of the Target Group Companies and the Controlled Dealership Entities (or for which any of the Target Group Companies or the Controlled Dealership Entities are liable) with respect to any taxable period that ends on or prior to the Closing Date, (ii) Taxes of the buyers of the Transferred Assets with respect to any taxable period that ends on or prior to the Closing Date but solely to the extent such Taxes are attributable to the Transferred Assets and Liabilities and would have been owed by the Assets Seller if the Transactions had not occurred, and (iii) Pre-Closing Straddle Period Taxes, in each case, for the avoidance of doubt, excluding Transfer Taxes. For the avoidance of doubt, (x) a Tax shall not cease to be a Pre-Closing Tax solely because it arises from a Buyer Requested Transaction, and (y) any Pre-Closing Taxes shall be determined without regard to any activities or operations of the Target Group Companies outside the ordinary course of business implemented after the Closing Date (but that are deemed to occur on or before the Closing Date). “Pre‑Closing Transactions” means the transactions referred to in Section 6.4(a) through Section 6.4(g). “Price Allocation” has the meaning set forth in Section 3.1(a). “Price Allocation Principles” has the meaning set forth in Section 2.6(b). “Projections” has the meaning set forth in Section 5.8.

Pre-Closing Matters. With respect to any Pre‑Closing Matters, General Motors shall and shall cause AOAG and its Affiliates to make and pursue claims in a reasonably diligent manner and in good faith for the benefit of the Buyer and the Target Group Companies under the Sellers’ Insurance to the extent coverage and limits are available under such Sellers’ Insurance, subject to the Buyer or the Target Group Companies paying any applicable deductible or excess in connection therewith. To the extent the Buyer desires to cause General Motors or its Affiliates to assert a claim related to a Pre‑Closing Matter, the Buyer shall provide General Motors with written notice of the same, which notice shall provide reasonable detail permitting General Motors or its relevant Affiliates to pursue such claim, and to the extent such notice relates to a Pre‑Closing Matter, General Motors or its relevant Affiliates will pursue such claim to the extent coverage is available under the relevant Sellers’ Insurance, and such claims will be handled, conducted and, as the case may be, settled by General Motors, at its sole discretion, and the Buyer shall cause the Buyer Designees, if any, and the Target Group Companies to provide to General Motors any support and documentation and co‑operate with General Motors as is necessary to allow General Motors to conduct such claim in accordance with its usual practice. The Buyer will promptly pay or reimburse General Motors or its relevant Affiliates for all costs and expenses incurred following the Closing in connection with the Pre‑Closing Matters asserted by the Buyer under the Sellers’ Insurance after the Closing Date in accordance with this Section. (b) Until 11:59 pm CET on the Closing Date in each relevant jurisdiction, General Motors shall, and shall cause the Target Group Companies and AOAG to, maintain the Sellers’ 106

Pre-Closing Matters means and includes the Pre-Closing Transactions together with any and all steps, acts, proceedings, tax filings, elections, agreements and other matters of any and every nature and kind whatsoever taken in connection with or in regard to the Pre-Closing Transactions and the implementation and completion thereof, in each case consistent with and in accordance with Schedule "G" annexed hereto to the extent therein dealt with, and, if the share purchase transaction provided for in Section 2.1 is not completed, all steps, acts, proceedings, tax filings, elections, agreements and other matters of any and every nature and kind whatsoever required to un-wind the Pre-Closing Transactions to the extent to which they had then been implemented; and

Pre-Closing Matters shall have the meaning set forth in Section 8.2(k).

Pre-Closing Matters has the meaning Section 5.18 specifies.

Pre-Closing Matters has the meaning Section 14.13 specifies.