Post-Closing Liabilities. All obligations and liabilities arising out of Buyer’s operations and/or ownership of the Acquired Assets or Licensed Operations on or after the Closing Date, including all liabilities with respect to medical staff, health and/or safety matters.
Post-Closing Liabilities. Purchaser acknowledges that Purchaser shall be responsible for all Liabilities and obligations relating to Purchaser’s ownership or use of, or right to use, the Purchased Assets and the Assumed Liabilities after the Closing Date, including without limitation all Taxes arising out of or related to the Purchased Assets or the operation of conduct of the Business acquired pursuant to this Agreement for all Tax periods beginning on or after the Closing Date.
Post-Closing Liabilities. As of the Closing Date:
(a) With respect to the Corporate Employees, Buyer will reimburse Seller or Seller’s successor for 40% of all costs of short-term severance-related benefits, including outplacement benefits, gross-ups for taxes, and severance payments made or provided by Seller or Seller’s successor to such employees in connection with the termination of such employees prior to or at the Closing as a result of the transactions contemplated by this Agreement, the Partnership Interests Purchase Agreement and the Merger Agreement.
(b) Parent and Seller will, and Parent will cause Seller’s successor to, reimburse Buyer for any Losses, costs or expenses incurred by Buyer with respect to any Excluded Liabilities (other than any Excluded Liabilities that are assumed by Buyer or an Affiliate of Buyer pursuant to the Asset Purchase Agreement).
(c) Buyer will reimburse Seller, or Seller’s successor, as applicable, for any Losses, costs or expenses incurred by Parent, Seller or Seller’s successor with respect to any Assumed Obligations.
Post-Closing Liabilities. As between TRIBUTE and MUTUAL, subject to paragraph 2(c)(iii), TRIBUTE shall be solely responsible for Liabilities related to the Purchased Assets arising on or after the Closing Date, whether such Liabilities are made, incurred, pending or filed.
Post-Closing Liabilities. Subject to the terms and conditions of this Agreement, at Closing, the Acquiror will assume and agree to pay, perform and discharge when due from and after the Closing Date only the following obligations and Liabilities (collectively, the “Post-Closing Liabilities”):
(a) any obligations or Liabilities that initially occur and are attributable solely to the period after Closing (and that do not relate to arise out of any breach of any representation of the Contributor and the Guarantor hereunder) in respect of the Assigned Licenses transferred and assigned to Acquiror hereunder in conformity with the provisions of such Assigned Licenses; and
(b) any obligations or Liabilities that pertain to the ownership, operation or use of the Contributed Assets by the Acquiror arising from any acts, omissions, events, conditions or circumstances that initially occur and are solely attributable to the period after the Closing. The Contributor agrees to satisfy and discharge all obligations and Liabilities that are not assumed by Acquiror pursuant to the terms of this Agreement, whether known as of the date hereof or thereafter determined, including the Pre-Closing Liabilities. The Contributor represents and warrants to the Acquiror that all payments due and all obligations to be performed prior to or as of the Closing Date in respect of the Assigned Licenses and the other Contributed Assets have been timely made and performed.
Post-Closing Liabilities. Except as otherwise expressly set forth in Sections 2.4(a) or 2.4(b):
(i) Newco shall be solely responsible for all Liabilities of Newco arising after the ATA Closing, including Liabilities relating to its ownership and use of the Transferred Assets; and
(ii) the Company shall be solely responsible for all Liabilities of the Company arising after the Effective Time, including Liabilities relating to its ownership and use of the Retained Assets and Liabilities of the Company for Taxes except as expressly provided in Section 5.1 hereof.
Post-Closing Liabilities. All Liabilities of the Business (other than Retained Liabilities) to the extent (A) resulting from events or conditions occurring following the Transfer Time or (B) arising out of the Assets and occurring after the Transfer Time.
Post-Closing Liabilities. Notwithstanding the foregoing, Buyer shall be solely responsible for performing Seller’s claim follow-up obligations under the Medical Billing Agreements that arise or accrue from and after the Closing Date, at no cost to Seller. Buyer shall also be responsible for any Liabilities or Claims arising from its own actions or omissions from and after the Closing Date relative to the Medical Billing Agreements or other Assets. Additionally, Buyer and Seller may agree to execute a leaseback agreement (“Leaseback”) that will outline each party’s post-closing obligations regarding certain transitional matters, including, but not limited to software licenses, employees and facility rent.
Post-Closing Liabilities. Notwithstanding Section 9.1(b), with respect to any Liability of Passport (post-Closing), or of Xxxxx or Buyer (including as partners of Passport (post-Closing)), or in either case relating to the EJMMF (post-Closing) (collectively, as applicable, the “Post-Closing Liabilities”), Passport (post-Closing), Xxxxx and Buyer shall be responsible for such Post-Closing Liabilities, as may be agreed between them. For the avoidance of doubt, and without limiting the foregoing, Post-Closing Liabilities include Liabilities arising from acts taken, or omissions made, or periods of time, from and after the Closing. Neither Federated, nor any of its Indemnified Parties, shall assume or be liable for any Post-Closing Liabilities of Xxxxx, Buyer or Passport (post-Closing), or any of their Indemnified Parties, pursuant to this Agreement or any Ancillary Closing Document.
Post-Closing Liabilities. Except as otherwise expressly set forth in Sections 2.5(a) or 2.5(b), Section 7.1 or ARTICLE VIII:
(i) Maverick shall be solely responsible for all Liabilities of Maverick arising after the Effective Time, including Liabilities relating to its ownership and use of the Transferred Assets, Liabilities relating to the employment of its employees and engagement of its consultants and Liabilities of Maverick for Taxes; and
(ii) Harpoon shall be solely responsible for all Liabilities of Harpoon arising after the Effective Time, including Liabilities relating to its ownership and use of the Retained Assets, Liabilities relating to the employment of its employees and engagement of its consultants and Liabilities of Harpoon for Taxes.
