Designated Excluded Liabilities means (a) any Debt of the Company as of the Closing Date that did not reduce the Final Purchase Consideration (other than the Sellers Loan Amount), (b) all Transaction Expenses that did not reduce the Final Purchase Consideration, (c) any and all liabilities or losses which accrue or are otherwise incurred by the Company prior to the Closing, and (d) any obligation of the Company to indemnify or hold harmless any current or former director, employee or officer of the Company for claims that relate to periods prior to the Closing, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
Designated Excluded Liabilities means (a) any Indebtedness of the Company as of the Closing Date that did not reduce the Adjusted Purchase Price pursuant to Section 2.4, (b) all of the Company Expenses that did not reduce the Adjusted Purchase Price pursuant to Section 2.4, (c) any obligation of the Company to indemnify or hold harmless any current or former director or officer of the Company for claims that relate to periods prior to the Closing, (d) any Environmental Claims against, or violations of Environmental Laws or terms of Environmental Permits by, the Company, for claims the factual predicate of which relate in any way to periods prior to the Closing, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim first arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured and (e) any obligations of the Company under the Leases or otherwise with respect to the Leased Real Property (including, with respect to violations of restrictive covenants running with the land), for claims the factual predicate of which relate in any way to periods prior to the Closing, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim first arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
Designated Excluded Liabilities means (a) any Debt of the Company or any of its Subsidiaries as of the Closing Date that did not reduce the Final Cash Payment pursuant to Section 1.9 above, (b) all Transaction Expenses that did not reduce the Final Cash Payment pursuant to Section 1.9 above, and (c) those items set forth on Schedule 11.1, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
More Definitions of Designated Excluded Liabilities
Designated Excluded Liabilities means (a) any Debt of the Company or any of its Subsidiaries as of the Closing Date that did not reduce the Final Cash Payment pursuant to S ection 1.5 above, (b) all Transaction Expenses that did not reduce the Final Cash Payment pursuant to S ection 1.5 above, and (c) any obligation of the Company or any of its Subsidiaries to indemnify or hold harmless any current or former director or officer of the Company or any of its Subsidiaries for claims that relate to periods prior to the Closing.
Designated Excluded Liabilities means (a) any Debt of the Company as of the Closing Date that did not reduce the Final Cash Payment pursuant to Section 1.11 above, (b) all Transaction Expenses that did not reduce the Final Cash Payment pursuant to Section 1.11 above, (c) any obligation of the Company to indemnify or hold harmless any current or former director or officer of the Company for claims that relate to periods prior to the Closing, and (d) those items set forth on Schedule 1.11, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
Designated Excluded Liabilities means (a) any obligation of the Company Group to indemnify or hold harmless any current or former director or officer of the Company Group for claims that relate to periods prior to the Closing, in each case (i) including any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim arises before or after the Closing, and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured, or unmatured, (b) all Transaction Expenses (including any liabilities in connection with the payment of the Bonus Obligations), (c) any failure of Seller to have good, valid, and marketable title to the Company Securities, free and clear of all Liens, (d) any failure of any Member of the Company Group to have good, valid, and marketable title to its respective Subsidiaries, (e) any Adverse Consequences, arising from, related to or in connection with the Pre-Closing Reorganization, and (f) any Adverse Consequences, arising from, related to or in connection with the matters set forth on Schedule 8.1(b).
Designated Excluded Liabilities means (a) any Debt of the Company or any of its Subsidiaries as of the Closing Date that did not reduce the Final Cash Payment pursuant to Section 1.5 above, (b) all Transaction Expenses that did not reduce the Final Cash Payment pursuant to Section 1.5 above, and (c) any obligation of the Company or any of its Subsidiaries to indemnify or hold harmless any current or former director or officer of the Company or any of its Subsidiaries for claims that relate to periods prior to the Closing.
Designated Excluded Liabilities means (a) any Debt of the Company as of the Closing Date that did not reduce the Purchase Consideration, (b) all Transaction Expenses that did not reduce the Purchase Consideration, and (c) any obligation of the Company to indemnify or hold harmless any current or former director, manager, employee or officer of the Company for claims that relate to periods prior to the Closing, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed to Buyer or its Affiliates or otherwise referenced in this Agreement, and whether any related claim arises before or after the Closing and (ii) whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.
Designated Excluded Liabilities means (a) any Debt of the Company as of the Closing Date that did not reduce the Final Purchase Consideration (other than the Sellers Loan Amount), (b) all Transaction Expenses that did not reduce the Final Purchase Consideration, (c) any and all liabilities or losses which accrue or are otherwise incurred by the Company prior to the Closing, and (d) any obligation of the Company to indemnify or hold harmless any current or former director, employee or officer of the Company for claims that relate to periods prior to the Closing, in each case (i) including, without limitation, any of the foregoing arising from matters disclosed
Designated Excluded Liabilities means (a) any Debt of the Company or any of its Subsidiaries as of the Closing Date that did not reduce the Final