Seller Liabilities definition

Seller Liabilities shall have the meaning set forth in Section 12.2.

Seller Liabilities shall have the meaning set forth in Section 5.06(b).

Seller Liabilities means all liabilities of ECG and Sprint to the extent arising out of or relate to the Seller Assets.

Examples of Seller Liabilities in a sentence

• Except for Claims resulting from the fraud of an indemnifying party, the indemnification obligations under Section 9.1 and Section 9.2 shall not apply to any Seller Liabilities or Buyer Liabilities, as the case may be, in excess of an amount equal to the Purchase Price.

• The term “Claim” shall mean any matter with respect to one or more of the Seller Liabilities or Buyer Liabilities for which indemnification is sought by Buyer or Seller and CCC hereunder, respectively.

• To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Seller Liabilities.

• The Seller Liabilities shall be understood to include all Liabilities which accrued on or prior to the date hereof under the Assumed Agreements.

• Nothing in this Agreement will be deemed to limit the joint and several obligations of the Seller and the Shareholders to pay the Reserved Seller Liabilities in full.

More Definitions of Seller Liabilities

Seller Liabilities means all of the following liabilities, obligations or commitments:

Seller Liabilities has the meaning set forth in Section 9.06(e).

Seller Liabilities is defined in Section 1.4.

Seller Liabilities is defined in Section 7.6.

Seller Liabilities means all debts, liabilities and obligations of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) of Seller other than the Assumed Liabilities. Seller Liabilities include for the avoidance of doubt and without limitation, all debts, liabilities and obligations of any kind or character, whether known or unknown, absolute, accrued, contingent or otherwise (whether or not disclosed in a schedule hereto) and any Losses or Claims, whether or not disclosed in a schedule hereto (other than Assumed Liabilities), which debts, liabilities, obligations, Losses or Claims arise out of, relate to or result from (i) the ownership, use, possession, enjoyment, transfer, or operation of the Business, (ii) tortious conduct relating to the Business or Seller, (iii) violation of laws that relate to the Business or Seller (including violations of Environmental Laws), (iv) the Release of any hazardous or toxic substance at any site as a result of the operations conducted by or on behalf of Seller in connection with the Business or the Purchased Assets or other assets owned by Seller, (v) the exposure of any Person or property to hazardous or toxic substances at any site as a result of the operations conducted by or on behalf of Seller or in connection with the Business or the Purchased Assets or other assets owned by Seller, (vi) litigation arising from events or conditions occurring or existing that relate to Seller or the Business or the Purchased Assets, (vii) employees or former employees of Seller relating to their employment by Seller, including, without limitation, Claims relating to their termination of employment with Seller or their failure to obtain or continue employment with Seller, Buyer or any of their Affiliates for any reason whatsoever or respecting compensation and benefits under any contract or benefit or compensation plans or any other employee benefit program maintained by or on behalf of Seller, (viii) employee benefit plans sponsored, maintained or contributed to by Seller (including, without limitation, the failure to operate or maintain any plan in compliance with its terms and applicable Legal Requirements), (ix) any unfunded liability under any employee benefit plan, (x) the provision of any products or services by Seller (other than the Assumed Liabilities), (xi) any notice of deficiency, or assessment by, or any obligation owing to, any taxing authority for any...

Seller Liabilities as used in this Agreement, shall mean: (x) demands, claims, actions, suits, and any other legal or investigative proceedings brought against any or all of the Seller Indemnified Parties, and any judgments rendered therein or settlements thereof, and (y) all liabilities, damages, losses, Taxes, costs and expenses, including, without limitation, credits, refunds or exchanges, and reasonable attorneys' fees, incurred by any of the Seller Indemnified Parties, whether or not they have arisen from or were incurred in or as a result of any demand, claim, action, suit, assessment or other proceeding or any settlement or judgment.

Seller Liabilities as defined in Section 10.13(a).