Pre-Closing Liabilities. The Purchased Assets or the business conducted with respect thereto, provided that such Loss arises out of, results from, is based on, or relates or is incident to an event, action or omission that occurred prior to the Closing Date.
Pre-Closing Liabilities. In the case of MUFG as Indemnitor, the MUS Pre-Closing Liabilities, and in the case of MS as Indemnitor, the MSJS Pre-Closing Liabilities.
Pre-Closing Liabilities. It is expressly understood and agreed that the Acquiror shall not be obligated to pay, perform or discharge, and the Contributor shall retain, all obligations and Liabilities of the Contributor other than the Post-Closing Liabilities, including, without limitation, the following (collectively, the “Pre-Closing Liabilities”):
(a) Liabilities of the Guarantor and the Contributor relating to indebtedness for borrowed money or bonds (including, without limitation, industrial revenue bonds, that in any respect relate to the Contributed Assets) whether or not such Liabilities are reflected on the Financial Statements and all other Liabilities of the Guarantor and the Contributor not disclosed on the Financial Statements;
(b) Liabilities resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Contributor or the Guarantor under this Agreement or any of the Related Agreements;
(c) Liabilities for any federal, state, local, foreign or other Taxes of the Guarantor and the Contributor (i) incurred or relating to periods ending on or prior to the Closing, (ii) arising in connection with the consummation of the transactions contemplated by this Agreement or any of the Related Agreements, or (iii) arising or relating to any of the Retained Assets;
(d) notwithstanding Section 2.19, Liabilities for all environmental, ecological, natural resource, health, safety, products liability or other Claims, conditions or obligations pertaining to the Guarantor or the Contributor or the Contributed Assets that relate to time periods, circumstances, acts, omissions or events occurring prior to the Closing, including, without limitation, any and all Losses (i) resulting from or arising out of any Environmental Action that relates to any violations of Environmental Laws or Environmental Permits on or prior to the Closing or (ii) incurred as a result of the presence of any Hazardous Materials at, in, on, under or around any of the Contributed Assets or other facilities of the Guarantor of the Contributor on or prior to the Closing, or the disposal of any Hazardous Materials generated in connection with the Contributed Assets prior to the Closing (including, without limitation, any investigation, monitoring, containment, remediation, cleanup or removal thereof after the Closing);
(e) Liabilities for warranty claims, quality-related claims or other similar claims arising out of or relating to events or circumstances on ...
Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to treatment or services provided on or prior to the Closing Date.
Pre-Closing Liabilities. Any liabilities or obligations in respect of any products sold and/or services performed by Seller or in respect of the operation of its business (including the Business) on or prior to the Closing;
Pre-Closing Liabilities. Upon Closing, CNCO will not have liabilities of any nature whether accrued, absolute, contingent or otherwise, whether due or to become due, relating to the Business which arise from any act, matter, circumstance or omission relating to the period prior to the Closing Date except for the Assumed Liabilities and liabilities of CNCO arising pursuant to this Agreement and the Associated Agreements which are expressly intended to be liabilities of CNCO from and after the Closing.
Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to treatment or services provided on or prior to the Closing Date.
Pre-Closing Liabilities. The term "Pre-Closing Liabilities" as used herein shall mean (A) any claim, debt, liability or obligation of the Corporation of any kind (whether known or unknown, accrued, absolute, contingent or otherwise) which becomes known, is uncovered or arises on or after the Closing Date but which pertains to any actions, omissions, debts, liabilities, obligations, or, to the extent occurring before the Closing Date, facts and events, of the Corporation, created or arising before the Closing Date, and (B) any claim against the Corporation for liability which pertains to or arises from services provided by the Corporation prior to the Closing Date, except, as to (A) and (B): (a) liabilities incurred after the Last Balance Sheet Date in the ordinary course of business that did not, individually or in the aggregate, have a material adverse effect on the Business, assets, results of operations, prospects or condition (financial or otherwise) of the Corporation as of the Closing Date; and (b) liabilities and obligations the responsibility for which has been specifically addressed by the Parties in this Agreement.
Pre-Closing Liabilities. Subject to the terms and conditions of this Article X, Seller hereby agrees to indemnify, defend and hold harmless Buyer from and against all Claims asserted against Buyer by any third party arising out of or resulting from the IT&E Business (other than the Assumed Liabilities), but in each case solely to the extent such Claim is based on facts or circumstances in existence prior to the Closing Date. Notwithstanding the foregoing or anything to the contrary set forth herein, Buyer shall be solely responsible for the performance and/or payment in full of any Assumed Liability, including, without limitation, the Accrued Accounts Payable, and may not seek indemnity hereunder with respect to any such Assumed Liability. In addition, notwithstanding anything to the contrary herein, Seller shall be responsible for the payment in full of any Excluded Liability and to the extent a Claim is asserted against Buyer which is an Excluded Liability, then Seller shall indemnify, defend and hold harmless Buyer from such Excluded Liability Claim in accordance with this Article X but without reference to the cost and payment sharing provisions of Section 10.3 or the limitations set forth in Section 10.4. As used in this Article X, the term “Claim” shall include (i) all demands, claims, suits, actions, causes of action, proceedings and assessments brought by any third party; and (ii) all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or arbitrated matter), court costs and fees and expenses of attorneys and expert witnesses) of investigating, defending or asserting any of the foregoing or of enforcing this Agreement.
Pre-Closing Liabilities. Subject to the Limitation and Basket set forth in this Agreement, each Seller severally, pro rata in accordance with his or her ownership of the Stock, agrees to indemnify, defend and hold harmless the Company and Buyer (including their officers, directors, employees and agents) from and against the full amount of Losses arising out of or resulting from or incident to (i) the Litigation Matters, (ii) the Excluded Liabilities, (iii) the obligations of the Company to any employee (past or present) for any event which occurred on or prior to the Closing, other than those for salaries, bonuses, benefits and the like incurred in the ordinary course of business consistent with past practices, (iv) any liability (whether known or unknown and whether based on tort, contract, or some other legal theory) based on personal injury or property damage claimed to be caused by a product sold or services rendered by the Company prior to the Closing, other than (a) Warranty Claims with respect to products sold or services rendered prior to the date of the Adjusted Balance Sheet in an amount that does not exceed the Warranty Reserve and (b) Warranty Claims with respect to products sold or services rendered after the date of the Adjusted Balance Sheet through the day prior to Closing in an amount that does not exceed 3% of sales from the date of the Adjusted Balance Sheet through the day prior to Closing, or (v) any other liability (whether known or unknown, contingent or fixed) based on any event, state of facts, or the conduct of business of the Company, occurring or arising prior to the Closing, unless such liability is accrued in the Adjusted Balance Sheet, or is incurred in the ordinary course of business consistent with past practices since the date of the Adjusted Balance Sheet, or is disclosed in a Schedule hereto or unless it is part of the Xxxxxxx Related Matters or is a Warranty Claim referred to in subsection (iv)(a) and (iv)(b) above.
