Common use of Pre-Closing Liabilities Clause in Contracts

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 or prior to the Closing and relating to the Contributed Assets; (f) Liabilities based on any actual or alleged tortuous or illegal conduct by or on behalf of the Guarantor, the Contributor or their respective its Affiliates, shareholders, officers, directors, independent contractors or agents; (g) Liabilities incurred by the Guarantor or the Contributor in connection with the negotiation, execution or performance of this Agreement or any of the Related Agreements, including, without limitation, all legal, accounting, brokers’, finders’ and other professional fees and expenses; (h) Liabilities incurred by the Guarantor or the Contributor after the Closing, including Liabilities relating to the Retained Assets; (i) Liabilities with respect to any of the Guarantor’s or the Contributor’s employees (and employees of their respective Affiliates), including, without limitation, wages, salaries, federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation and Liabilities under any employee benefit plans, all in any way relating to (i) events occurring on, prior to or after the Closing, and (ii) the employment of employees by the Guarantor or the Contributor or their respective Affiliates regardless of when any Claim relating to any such Liabilities may arise; (j) Liabilities, including any Liability pursuant to any Claim, litigation or proceeding (other than those for which either the Contributor is being indemnified by the Acquiror hereunder), that pertain to (i) contractual or other obligations of the Guarantor or the Contributor or (ii) the ownership or operation of the Contributed Assets, in each case arising from any acts, omissions, events, conditions or circumstances occurring on or before or relating to or attributable to the period on or before the Closing; (k) Liabilities relating to the Owned Real Property and/or any agreements, easements, rights of way or other restrictions encumbering the Owned Real Property arising out of or relating or attributable to events or circumstances on or prior to the Closing; (l) Liabilities, Losses, and costs related to providing studies and reports for and obtaining proper and timely assignment, transfer or new application by Acquiror for applicable Licenses; (m) Liabilities and Losses due to the Contributed Assets not being in good working order and in compliance with applicable Laws as of the date of Closing; and (n) Liabilities, Losses and all costs related to repair or replacement of existing equipment and improvements and acquisition and installation of new equipment required because of a future re-interpretation of Laws (but not necessarily the relevant interpretations thereof) that were in existence as of the date of Closing.

Pre-Closing Liabilities. It is expressly understood and agreed that ----------------------- the Acquiror Buyer shall not be obligated to pay, perform or discharge, and the Contributor Sellers shall retain, any and all obligations and Liabilities Liabilities, of the Contributor other than Sellers (the Post"Pre-Closing Liabilities"), whether or not (except as indicated below and subject to Section 1.3 above) such Liabilities were incurred before or after the Closing and whether or not such Liabilities have been disclosed to the Buyer, including, without limitation, the following (collectivelyLiabilities listed below, but excluding, however, the “Pre-Post- 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 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 Sellers or the Guarantor Shareholder under this Agreement or any of the Related AgreementsAgreement; (c) Liabilities for any federal, state, local, foreign or and all other Taxes of the Guarantor and the Contributor (i) incurred or relating to periods ending on or prior to the Closing, (ii) arising including Taxes incurred in connection with respect of or measured by the consummation income of the transactions contemplated by this Agreement Sellers earned on or any of realized prior to the Related Agreements, or (iii) arising or relating to any of the Retained Assets;Closing. (d) notwithstanding Section 2.19, Liabilities for all environmental, ecological, natural resource, health, safety, products liability (except as specifically referred to herein) or other Claims, conditions or obligations pertaining to the Guarantor Terminals or the Contributor or the Contributed Purchased Assets that which relate to time periods, circumstances, acts, omissions circumstances 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 Closing, or (ii) incurred as a result of the presence of any Hazardous Materials at, in, on, under or around any of the Contributed Purchased 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 Terminals, 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 or prior to the Closing and relating to the Contributed AssetsClosing; (f) Liabilities based on any actual or alleged tortuous or illegal conduct by or on behalf of the Guarantor, the Contributor or their respective its Affiliates, shareholders, officers, directors, independent contractors or agentsSellers; (g) Liabilities incurred by the Guarantor or the Contributor Sellers in connection with the negotiation, execution or performance of this Agreement or any of the Related AgreementsAgreement, including, without limitation, all legal, accounting, brokers’', finders’ ' and other professional fees and expenses; (h) Liabilities incurred by the Guarantor or the Contributor Sellers after the Closing, including Liabilities relating to the Retained AssetsClosing Date; (i) Liabilities with respect to any of the Guarantor’s or the Contributor’s Sellers' employees (and employees of their respective Affiliates), including, without limitation, wages, salaries, federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation and Liabilities under any employee benefit plansthe Plans, all in any way relating to (i) events occurring on, prior to the Closing or after the Closing, and (ii) the employment of employees by the Guarantor or the Contributor either Seller or their respective Affiliates regardless of when any Claim relating to any such Liabilities may arise; (j) Liabilities, including any Liability pursuant to any Claim, litigation or proceeding (other than those for which either Seller or the Contributor is Shareholder are being indemnified by the Acquiror Buyer hereunder), that which pertain to (i) contractual or other obligations of the Guarantor or the Contributor Sellers or (ii) the ownership ownership, operation or operation conduct of the Contributed Terminals or Purchased Assets, in each case arising from any acts, omissions, events, conditions or circumstances occurring on or before or relating to or attributable to the period on or before the Closing; (k) Liabilities relating to the Owned Real Property and/or any agreements, easements, rights of way or other restrictions encumbering the Owned Real Property arising out of or relating or attributable to events or circumstances on or prior to the Closing; (l) Liabilities, Losses, and costs related to providing studies and reports for and obtaining proper and timely assignment, transfer or new application by Acquiror for applicable Licenses; (m) Liabilities and Losses due to the Contributed Assets not being in good working order and in compliance with applicable Laws as of the date of Closing; and (nl) LiabilitiesSubject to Section 5.8 hereof, Losses and all costs related Liabilities relating to repair or replacement of existing equipment and improvements and acquisition and installation of new equipment required because of a future re-interpretation of Laws (but not necessarily the relevant interpretations thereof) that were Bonds, as defined in existence as of the date of ClosingSection 5.8 hereof.

Pre-Closing Liabilities. It is expressly understood and agreed that the Acquiror Buyer shall not be obligated to pay, perform or discharge, and the Contributor Seller shall retain, all obligations and the Pre-Closing Liabilities of the Contributor other than the Post-Closing LiabilitiesSeller, including, without limitation, the following (collectivelyLiabilities listed below, but excluding, however, the “PrePost-Closing Liabilities”Liabilities and the Assumed Obligations; provided, however, that Seller shall have no liability to Xxxx Nitrogen International Sarl ("Xxxx") with respect to the $2,500,000 placed in escrow pursuant to the Xxxx Xxxx Escrow Agreement (as defined below): (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 Business or the Purchased Assets) whether or not such Liabilities are reflected on the Financial Statements and all other Liabilities of the Guarantor and the Contributor Seller 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 Seller or the Guarantor Shareholder 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, Closing or (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 2.192.22, Liabilities for all environmental, ecological, natural resource, health, safety, products liability or other Claims, conditions or obligations pertaining to the Guarantor Seller, the Business or the Contributor or the Contributed Purchased Assets that relate to time periods, circumstances, acts, omissions circumstances 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 Purchased Assets or other facilities of the Guarantor of the Contributor Seller on or prior to the Closing, or the disposal of any Hazardous Materials generated in connection with the Contributed Business or the Purchased 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 or prior to the Closing and relating to the Contributed AssetsClosing; (f) Liabilities based on any actual or alleged tortuous tortious or illegal conduct by or on behalf of the GuarantorSeller, the Contributor or their respective its Affiliates, shareholders, officers, directors, independent contractors or agents; (g) Liabilities incurred by the Guarantor or the Contributor Seller in connection with the negotiation, execution or performance of this Agreement or any of the Related Agreements, including, without limitation, all legal, accounting, brokers’', finders’ ' and other professional fees and expenses; (h) Liabilities incurred by the Guarantor or the Contributor Seller after the Closing, including Liabilities relating to the Retained Assets; (i) Liabilities with respect to any of the Guarantor’s or the Contributor’s Seller's employees (and employees of their respective its Affiliates), including, without limitation, wages, salaries, federal withholding and social security taxes, worker’s 's compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation and Liabilities under any employee benefit plansthe Plans, all in any way relating to (i) events occurring on, on or prior to or after the Closing, and (ii) the employment of employees by the Guarantor Seller or the Contributor or their respective its Affiliates regardless of when any Claim relating to any such Liabilities may arisearise and (iii) employees who are not Transferred Employees; (j) Liabilities, including any Liability pursuant to any Claim, litigation or proceeding (other than those for which either the Contributor is Seller or the Shareholders are being indemnified by the Acquiror Buyer hereunder), that pertain to (i) contractual or other obligations of the Guarantor or the Contributor Seller or (ii) the ownership ownership, operation or operation conduct of the Contributed Business or Purchased Assets, in each case arising from any acts, omissions, events, conditions or circumstances occurring on or before or relating to or attributable to the period on or before the Closing;; and (k) Liabilities relating to the Owned Real Property and/or any agreements, easements, rights of way or other restrictions encumbering the Owned Real Property arising out of or relating or attributable to events or circumstances on or prior to the Closing; (l) Liabilities, Losses, and costs related to providing studies and reports for and obtaining proper and timely assignment, transfer or new application by Acquiror for applicable Licenses; (m) Liabilities and Losses due to the Contributed Assets not being in good working order and in compliance with applicable Laws as of the date of Closing; and (n) Liabilities, Losses and all costs related to repair or replacement of existing equipment and improvements and acquisition and installation of new equipment required because of a future re-interpretation of Laws (but not necessarily the relevant interpretations thereof) that were in existence as of the date of Closing.