Pre-Closing Claims. All claims arising out of acts occurring prior to the Closing Date, or claims that relate to the period prior to the Closing Date.
Pre-Closing Claims. The Partnership may pursue (including the commencement of a plenary action) or defend any claims relating to the period prior to the date of this Agreement (collectively, the "Pre-Closing Claims"). The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date of this Agreement, Preferred Holders shall make such payment within Ten (10) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1) shall not increase the Capital Account of Preferred Holders, such payment shall not be deemed to be a Capital Contribution, and any expense to which such payments relate shall be deemed to be expenses of Preferred Holders. Upon prior notice to the Cedar GP (given within Ten (10) business days after such notice from Cedar GP), the Preferred Holders shall be entitled, at their sole cost and expense, to contest any such Pre-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwise.
Pre-Closing Claims. Any and all claims and rights against third parties, if and to the extent relating to any event or occurrence before the Closing.
Pre-Closing Claims. The Borrower and the Guarantor Parties agree and acknowledge that Designee's acceptance of title to the Loan Collateral under the Conveyance Documents is not intended to, and should not, create any liability on the Designee's or the Lender's part to third parties that have claims of any kind against the Borrower or any Guarantor Party in connection with the Loan Collateral or otherwise. Neither the Designee nor the Lender, under this Agreement, the Conveyance Documents, or otherwise, assumes or agrees to discharge or assume any liabilities, contracts, or agreements pertaining to the Loan Collateral or arising out of the operation of the Cannabis Business that accrued prior to the date of the Closing. This Agreement does not confer any third party benefits on persons not a signatory to this Agreement, except the Designee. Notwithstanding anything to the contrary set forth in this Agreement, the Lender reserves the full right to bring an action to foreclose upon the Loan Collateral and the Borrower and the Guarantor Parties agree to cooperate with respect to any such actions brought by the Lender or its assignee to effect the same.
Pre-Closing Claims. Pre-Closing Claims" means any pending or threatened Action or Order, or any third party claim which would reasonably be expected to lead to an Action by such third party if not otherwise resolved or settled with such party, relating to the PRC Companies to the extent arising from facts or circumstances that occurred on or prior to the Closing, whether pending or threatened at the Closing or thereafter. Section 1.62.
Pre-Closing Claims. In respect of pre-Closing benefits claims (including, without limitation, workers compensation claims, claims under Bordxx'x xxxf-insured retention programs and welfare benefit claims) assumed or retained by BDPH pursuant to Section 8.7, following the Closing until such time as BDPH provides Bordxx xxxh reasonably satisfactory evidence that it has made arrangements to promptly process such claims, Bordxx xxxll have the option, but not the obligation, to process and pay such claims and BDPH hereby agrees to promptly reimburse Bordxx xxx amount paid in respect of such claims, as well as Bordxx'x xxxremental costs of processing such claims.
Pre-Closing Claims. Seller agrees that in the event Seller is entitled to indemnification, payment, reimbursement or contribution under Section 4.8 or 4.14 of the Partnership Agreement, in each case relating to any circumstance, condition or event in existence or occurring prior to the Closing, Seller will seek such indemnification, payment, reimbursement or contribution with respect to such circumstances conditions or events only from or against partners of the Partnership prior to the Closing and their successors, and if Seller receives any indemnification, payment reimbursement or contribution from the Company with respect to such circumstances, conditions or events, Seller will pay to Buyer 50.0% of the amount collected by Seller from the Company with respect to such circumstances, conditions or events. Nothing in this Section 5.14 shall apply to any rights of Seller under Section 4.8 or 4.14 of the Partnership Agreement with respect to any circumstance, condition or event not in existence or occurring prior to the Closing.
Pre-Closing Claims. Except as otherwise provided in Section 2.3(f) with respect to sickness and disability claims or claims originating on after the Closing Date, Seller or the Plans, as the case may be, will remain responsible for all claims under the applicable Plans. As of the Closing, any Affected Employee who is receiving benefits under Seller's short-term disability program shall be deemed to be an employee of Seller until such time as such employee is no longer eligible for Seller's short-term disability program. If at such time such Affected Employee will be returning to work, such employee shall be employed by Buyer in accordance with the terms of Sections 2.2(a) and 2.2(b) hereof. If at such time such employee will be eligible for long-term disability benefits or disability retirement, such employee shall receive such benefits under Seller's long-term disability program or pension plan.
Pre-Closing Claims. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be entitled to, and shall be entitled to cause the Company to, at Seller’s own cost, risk and expense, (a) control the defense and investigation of any Pre-Closing Claim, (b) employ and engage attorneys of its own choice to handle and defend any Pre-Closing Claim and (c) compromise, settle or otherwise discharge any Pre-Closing Claim, in each case before and after the Closing; provided, however, that any applicable settlement agreement shall not contain an admission of liability by the Company and must include a confidentiality provision reasonably satisfactory to both Seller and Buyer. After the Closing, Buyer shall, and shall cause the Company to, at no cost to Buyer or the Company, reasonably cooperate with Seller and its Affiliates and Representatives in connection with the foregoing; provided, however, that Seller shall have no authority to bind the Company to alter its operations post-Closing.
Pre-Closing Claims. Sellers shall retain responsibility for and continue to pay all hospital, medical, life insurance, disability, pension, supplemental unemployment and other welfare or ERISA plan expenses and benefits for each of their respective employees who is hired by Buyer with respect to claims incurred by such employees or their covered dependents prior to the Closing Date. Expenses and benefits with respect to claims by any person employed by Buyer or their covered dependents which arise from occurrences on or after the Closing Date shall be the responsibility of Buyer, subject to Sellers' COBRA continuation obligations, in accordance with the terms of any applicable welfare plan maintained for such employees by Buyer. Sellers will retain responsibility for, and continue to pay, any life, health, pension or other welfare or retirement benefits payable to each employee of Sellers' who retired prior to the Closing Date.
