Purchaser Liabilities definition

Purchaser Liabilities means any and all Liabilities of Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries), other than Liabilities identified as Purchaser Parent Retained Liabilities in clauses (a) through (f) of the definition of “Purchaser Parent Retained Liabilities”, whether arising prior to, on or after the Closing, to the extent resulting from or arising out of the past, present or future ownership, operation, use or conduct of the Purchaser Business.
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Purchaser Liabilities means (i) any Liabilities under the Contracts, and Licenses and Permits that are not Seller Liabilities, (ii) the payment of Taxes, but only to the extent such Liabilities and Taxes arise or accrue on or after the Closing Date, and (iii) any claim for personal injury or property damage to a Person which is based on any event which occurred at the Real Property on or after the Closing Date resulting from the acts of Purchaser, its Affiliates, employees or agents.
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Purchaser Liabilities is defined in Section 5.8(b).
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Examples of Purchaser Liabilities in a sentence

  • The Parties acknowledge that Liabilities for Proceedings (regardless of the parties to the applicable Proceeding) may be partly Purchaser Liabilities and partly Manufacturer Liabilities.

  • Any objections of Seller against the Purchased Inventory Value and the Purchased Liabilities Value as set forth in the Notice must be raised within sixty (60) days after receipt of the Notice by Seller by providing Buyer with a written statement which specifies in reasonable detail the basis for such objections and includes Seller’s calculation of the value of the Purchased Inventory Value and the Purchaser Liabilities Value.

  • CKI has agreed to unconditionally, absolutely, continuingly and irrevocably guarantee to the Vendor the timely payments of the price payable by the Purchaser to the Vendor for the Sale Shares and the Note Assignment, being an amount equal to the Consideration (the “Purchaser Liabilities”), on Closing, in the event the Purchaser has failed to pay the Purchaser Liabilities on the Closing Date.

  • If a Shared Action involves a Governmental Entity, Purchaser shall have the rights and obligations of the Indemnifying Party under Section 11.02(b) and Seller shall have the rights and obligations of the Indemnified Party under Section 11.02(b), but the costs of the parties shall be allocated equitably in light of the relative significance of Purchaser Liabilities and Seller Liabilities.

  • If neither Seller Liabilities nor Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity, each party shall be permitted to settle, compromise or discharge its portion of such litigation reasonably without the consent of the other party, and the parties shall, to the extent feasible, consider employing joint counsel for such Shared Action, or taking steps necessary to sever such Shared Action so that each party may defend or prosecute its portion separately.

  • Notwithstanding anything in this Agreement, if Seller is not controlling the defense of any Purchaser Liabilities, Seller may participate in such defense with counsel of its choice at its own expense.

  • Upon motion by Ms. Finch, and a second by Ms. Cherry, the Board approved the travel expenditures for the Trustees.

  • All mailings and signage required by this section shall be made and put up no more than fifteen (15) days and no less than ten (10) days prior to the City Council quasi-judicial hearing.

  • Subject only to the provisions set forth in Subsections 8.1 and 8.2, the term Purchaser Liability or Purchaser Liabilities may include liabilities arising from the Seller Parties' own strict liability.

  • Under such circumstances, Seller may elect to defend any such Purchaser Liabilities on its own behalf or the Seller Parties' behalf.


More Definitions of Purchaser Liabilities

Purchaser Liabilities has the meaning set forth in Section 9.06(e).
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Purchaser Liabilities means, as of any determination time, the aggregate amount of Liabilities of the Purchaser Parties that would be accrued on a balance sheet in accordance with GAAP, whether or not such Liabilities are due and payable as of such time. Notwithstanding the foregoing or anything to the contrary herein, Purchaser Liabilities shall not include any Purchaser Expenses.
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Purchaser Liabilities has the meaning specified in Section 2.5.
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Purchaser Liabilities means all Claims against and liabilities, obligations or indebtedness of any nature whatsoever of Leasco, whenever accruing, and the Purchaser accruing on or before the Closing Date (whether primary, secondary, direct, indirect, liquidated, unliquidated or contingent, matured or unmatured), including (i) any breach by the Purchaser or its subsidiaries of any of their respective representations or warranties set forth in Article 4 herein, (ii) any litigation threatened, pending or for which a basis exists that has resulted or may result in the entry of judgment in damages or otherwise against the Purchaser or its subsidiary; (iii) any and all outstanding debts owed by the Purchaser or its subsidiary; (iv) any and all internal or employee related disputes, arbitrations or administrative proceedings threatened, pending or otherwise outstanding, (v) any and all liens, foreclosures, settlements, or other threatened, pending or otherwise outstanding financial, legal or similar obligations of the Purchaser or its subsidiaries, as such Liabilities are determined by the Purchaser's independent auditors, on a quarterly basis, including all Liabilities for any taxes incurred by the Purchaser attributable to the Split-Off, and (vi) all fees and expenses incurred in connection with effecting the adjustments contemplated by this section.
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Purchaser Liabilities means Liabilities of Purchaser or any of its Subsidiaries other than the Acquired Entities.
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Purchaser Liabilities shall have the meaning ascribed to such term in Section 16.2 hereof.
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Related to Purchaser Liabilities

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Senior Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Covered Liabilities as defined in Subsection 11.23.