Pre-Closing Obligations means all obligations of the Seller (including indemnification and other contingent obligations) relating to (i) acts, events or omissions by any Person or circumstances existing at or prior to the Closing, (ii) goods or services provided to or for the benefit of the Seller or any of its affiliates prior to the Closing, (iii) goods or services provided by or on behalf of the Seller or any of its affiliates or licensees prior to the Closing, (iv) any pending or threatened litigation or claims made or threatened prior to the Closing, (v) any of the matters listed on Schedule 1.05 hereto, (vi) the conduct of the Business, the Corporate or operation of the Transferred Assets or any benefit realized by the Seller prior to the Closing, (vii) contracts, agreements and other commitments that were required to be scheduled in Schedule 3.05(a) of the Disclosure Statement but were not scheduled and (viii) the employees of the Seller under any contracts, agreements, arrangements or understandings with such employees entered into or existing at or prior to the Closing and all other obligations of the Seller or any of its affiliates with respect to its employees at or prior to the Closing.
Pre-Closing Obligations means all liabilities, debts and obligations of any of the Seller or any of the Shareholders (including indemnification and other contingent obligations) relating to (i) acts, events or omissions by any Person or circumstances existing at or prior to the Closing, (ii) goods or services provided to or for the benefit of the Seller or any of its Affiliates prior to the Closing, (iii) goods or services manufactured or provided by or on behalf of the Seller or any of its Affiliates or licensees prior to the Closing, (iv) any pending or threatened litigation, claims or disputes made or threatened prior to the Closing, (v) any Retained Liabilities, (vi) the conduct of the Business, the ownership or operation of the Transferred Assets or any benefit realized by the Seller prior to the Closing, (vii) any Excluded Assets, (viii) Debt Obligations of the Seller, other than the Assumed Liabilities which shall be assumed by the Buyer on the Closing Date, (ix) the employees of the Seller under any contracts, agreements, arrangements or understandings with such employees entered into or existing at or prior to the Closing and all other obligations of the Seller or any of its Affiliates with respect to their employees at or prior to the Closing, (x) any obligations with respect to the Seller Retained Employees, (xi) use of the Proprietary Information, (xii) Taxes, (xiii) any obligations under any contracts or agreements that were required to be listed in Section 2.5 of the Disclosure Schedule but were not and (xiv) any liabilities that were not fully accrued for and reflected on the Closing Statement.
Pre-Closing Obligations means all obligations of the Seller (including indemnification and other contingent obligations) relating to (i) acts, events or omissions by any Person or circumstances existing at or prior to the Closing, (ii) goods or services provided to or for the benefit of the Seller or any of its affiliates prior to the Closing, (iii) goods or services provided by or on behalf of the Seller or any of its affiliates or licensees prior to the Closing, (iv) any pending or threatened litigation or claims made or threatened prior to the Closing, (v) any of the matters listed on Schedule 1.05 hereto, (vi) the conduct of the Business, the Seller or operation of the Transferred Assets or any benefit realized by the Seller prior to the Closing, (vii) contracts, agreements and other commitments that were required to be scheduled in Schedule 3.05(a) of the Disclosure Statement but were not scheduled and (viii) the employees of the Seller under any contracts, agreements, arrangements or understandings with such employees entered into or existing at or prior to the Closing and all other obligations of the Seller or any of its affiliates with respect to its employees at or prior to the Closing.
Examples of Pre-Closing Obligations in a sentence
If the Purchaser Pre-Closing Obligations are not achieved or waived by Seller on or before the Approval Deadline, Seller may terminate this Agreement by providing written notice of its intent to do so to Purchaser no later than ten (10) Business Days after that date (“Seller Pre-Closing Termination Notice”) and the provisions of Section 2.6 shall thereupon apply with respect to that termination.
AHG shall cause any invoices, correspondence or other written communications relating to the Pre-Closing Obligations received by it or any Holding Group Entity after the Closing to be delivered to Rev Acquisition within 10 days of such receipt.
From the date of this Agreement until Closing, the Seller must ensure that the Company complies with, each of the Pre-Closing Obligations.
Subject to Section 3, New Media Investment Group’s performance obligations under this Guaranty will survive any expiration or termination of the Asset Purchase Agreement (which does not result in the Closing occurring) until such time as the Purchaser’s performance of the Pre-Closing Obligations under the Asset Purchase Agreement are satisfied.
Pre-Closing Obligations – any liabilities (other than those agreed to be assumed by the buyer) resulting from the activities of the acquired business which occurred prior to closing.These are generally accepted in Canada.
More Definitions of Pre-Closing Obligations
Pre-Closing Obligations means (other than Obligations for which the Buyer Indemnitees are entitled to indemnify under Sections 8(b)(iii) - (ix)) all Obligations associated with, arising out of, or related to the ownership or operation of the Relevant Assets and attributable to the period ending immediately prior to the Closing.
Pre-Closing Obligations. SELLER shall have performed all obligations required to be performed under this Agreement, the performance of which has not been waived by HOLDINGS;
Pre-Closing Obligations is defined in Section 16 of this Agreement .
Pre-Closing Obligations means, with respect to any Facility, all debts, liabilities and obligations, whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise (including, without limitation, payroll, accrued vacation and other employee benefits and obligations and all other accrued, vested and unpaid obligations of any kind and all Employee Accruals) relating to such Facility, and/or arising under any Permits or Contracts or under any other agreements or instruments (including under Provider Agreements or otherwise under Third Party Payor Programs), or relating to the management or operation of such Facility, or arising out of the acts or omissions of any Mariner Entity, in each case arising out of or attributable to conditions or events occurring prior to the Effective Time (including, without limitation, those obligations and liabilities described in SECTION 10.4 hereof).
Pre-Closing Obligations has the meaning set forth in Section 21.1. 2
Pre-Closing Obligations shall have the meaning set forth in Section 8(a)(ix) below. “Pre-Closing Period” shall have the meaning set forth in Section 16.2(b)(iii) below. “Pre-Closing Project Entities” shall have the meaning set forth in Section 10.1 below. “Proforma Policy” shall have the meaning set forth in Section 8(a)(i) below.