Successor Liability definition

Successor Liability means any liability or obligation of Seller, including, without limitation, any liability for (i) compensation or other benefits owed to an employee of Seller; (ii) workers compensation or unemployment compensation to which an employee of Seller is or becomes entitled relating to any period prior to the Closing; (iii) payroll or payroll related taxes, premiums, or assessments on account of Seller's employment of any person relating to any period prior to the Closing; (iv) any employer liability (whether by contract, tort or negligence) to an employee or former employee of Seller relating to any period prior to the Closing; (v) Seller's taxes or debt obligations; (vi) retirement or benefit plans established or maintained by Seller; or (vii) any liability for Seller's acts or omissions, or arising out of its occupancy or use of the Facilities or the Transferred Assets prior to the Closing.
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Successor Liability. This Agreement is final and binding on UPDC, its officers, employees, contractors, successors, and assigns, including its wardens, command unit, correctional officers and other employees, health care staff or contractors, and any other person under the authority or control of UPDC. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and the counterparts shall together constitute one and the same Agreement, notwithstanding that each Party is not a signatory to the original or the same counterpart. Authority: The individuals signing this Agreement represent that they are authorized to do so on behalf of the respective entity for which they have signed. Term: This Agreement shall remain in effect for a term of two years from its Effective Date. The term of this Agreement may be extended by mutual written consent of the Parties. Publicity: This Agreement and any amendment hereto shall be public documents. Costs and Fees: The United States and UPDC will bear the cost of their own fees and expenses incurred in connection with this Agreement. Preclusive Effect: The Parties do not intend for this Agreement to have any preclusive effect except as described in Paragraph 29. Should the issue of preclusive effect of this Agreement be raised, the Parties agree to certify that they intended for this Agreement to have no such preclusive effect.
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Successor Liability means any Liabilities that any Person or Governmental Entity seeks to impose upon Buyer by virtue of any theory of successor liability, including Liabilities relating to environmental matters, any Employee Plan/Agreement, product liability, Taxes, labor and employment matters, COBRA, ERISA, the Code, the WARN Act, other applicable “plant-closing” or similar Law (including, as result of the Company failing to provide any notices that may be required under such Laws), FLSA or any equivalent state, municipal, county, local, foreign or other Law with respect to any of the foregoing, or as a result of Buyer’s failure to comply with any bulk transfer or similar Law.
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Examples of Successor Liability in a sentence

  • There are no Liens on any of the Purchased Assets resulting from any failure (or alleged failure) to pay any Successor Liability Tax.

  • No claim, audit or investigation of the Business is pending, or to Sellers’ Knowledge, threatened in writing, by any state, local, or other jurisdiction with respect to any Successor Liability Tax.

  • Buyer, on the one hand, and Sellers, on the other, shall cooperate, as and to the extent reasonably requested by the other party, in connection with any audit, litigation or other proceeding with respect to Successor Liability Taxes.

  • All Tax returns for Taxes with respect to the Business for which Buyer could be liable following the Closing (“Successor Liability Taxes”) have been timely filed by Sellers with the appropriate Taxing Authority or requests for extensions have been timely filed, granted, and have not expired for periods (or portions thereof) ended on or before the Closing Date, and Sellers have paid all Successor Liability Taxes shown to be due on any such filed Tax returns.

  • In that regard, she agrees: (i) to assist PRLX with any necessary DEA registration (s); (ii) to execute a Power of Attorney similar to that in Exhibit B so that PRLX can use RoxSan’s NPI, NABP and DEA numbers while PRLX applies for its own; and (iii) to execute a Medi-Cal Successor Liability Agreement similar to that in Exhibit C.

  • The Sellers shall have complied with Section 6.15 by executing the Successor Liability with Joint and Several Liability Agreement.

  • Subject to Section 15.5, all Successor Liability Taxes that are due and owing with respect to periods (or portions thereof) ending on or prior to the Closing Date have been paid, whether or not such Taxes are shown on filed Tax Returns.

  • The Buyer shall use all reasonable efforts to file, as soon as practicable after the Closing (but in any event within five (5) days of the date of this Agreement), the Successor Liability with Joint and Several Liability Agreement.

  • All tax returns for taxes with respect to Seller's business for which the Purchaser could be liable ("Successor Liability Taxes") have been timely filed by Seller or requests for extensions have been timely filed, granted, and have not expired for periods ended on or before Closing, and all tax returns filed are complete and accurate.

  • The Sellers and the Buyer shall execute at the Closing a Successor Liability with Joint and Several Liability Agreement in the form provided by the California Department of Health Services (“DHS”) and attached hereto as Exhibit G (the “Successor Liability with Joint and Several Liability Agreement”).


More Definitions of Successor Liability

Successor Liability. This Agreement is final and binding on HDPS, its officers, employees, successors, and assigns, including its officers, employees, agents, and any other person under the authority or control of HDPS.
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Successor Liability means any Liabilities that any Person or Governmental Entity seeks to impose upon Buyer with respect to the Company, the PEO and/or the Business by virtue of any theory of successor liability, including Liabilities relating to environmental matters, any Employee Plan/Agreement, product liability, Taxes, labor and employment matters, COBRA, ERISA, the Code, the WARN Act, or FLSA.
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Related to Successor Liability

  • Successor Guarantor shall have the meaning specified in Section 11.02(a).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Excluded Hedge Liability or Liabilities means, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • 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.