Unknown Liabilities means each and every liability or obligation of the Company (whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (ii) disclosed in the representations and warranties of the Stockholders, the Schedules attached hereto.
Unknown Liabilities means all present and future Environmental liabilities and obligations (whether under the Licence or Environmental Law) arising out of or in connection with incidents, accidents and/or other changes of circumstances from the norm with actual or potential negative consequences in relation to the Licensed Site and/or any other part of the Environment affected by any such incident, accident or other change of circumstance.
Unknown Liabilities means Liabilities or Damages which are Indemnification Obligations but are not Known Liabilities.
Examples of Unknown Liabilities in a sentence
OF SELLERS AND THE COMPANY 19 Section 4.1. Organization and Authority of the Company to Conduct Business 20 Section 4.2. Power and Authority; Binding Effect 20 Section 4.3. Equity Information 20 Section 4.4. Title 21 Section 4.5. No Violation or Breach 21 Section 4.6. Consents and Approvals 22 Section 4.7. No Proceedings 22 Section 4.8. Financial Statements; Unknown Liabilities 22 Section 4.9. Tax Matters 22 Section 4.10.
More Definitions of Unknown Liabilities
Unknown Liabilities means all present and future Environmental liabilities and obligations (whether under the Licence or Environmental Law) arising out of or in connection with incidents, accidents and/or other changes of circumstances from the norm with actual or potential negative consequences in relation to the Licensed Site and/or any other part of the Environment affected by any such incident, accident or other change of circumstance. This bond instrument has been entered into as a deed by us on the date first set out above. PRESENT when the Common Seal of [Issuing Financial Institution] LIMITEDwas affixed hereto and this deedwas delivered: ___________________________ Director ___________________________ Director / Secretary EXECUTED as a deed by[Issuing Financial Institution] LIMITEDon being signed by two directorsor a director and secretary ............................................(Director) ............................................(Director/Secretary)
Unknown Liabilities means any and all Liabilities that any party to this Agreement does not know or suspect to exist at the time of the execution of this Agreement, regardless of whether knowledge of such Liabilities might have affected its decision with respect to the bidding, negotiation, execution and consummation of this Agreement and the transactions contemplated by this Agreement.
Unknown Liabilities means all Liabilities that arise or accrue with respect to, or are attributable to, the ownership or operation of the Company of which the Shareholders do not have knowledge as of the Closing Date.
Unknown Liabilities means each and every liability or obligation of the Companies and their Subsidiaries (whether known or unknown and whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (i) included in the Post-Closing Long-Term Debt Calculation or Post-Closing Net Working Capital Calculation, (ii) disclosed in the representations and warranties of the Sellers, the Schedules hereto or Sellers' Disclosure Letter, (iii) any deductibles or self-insured retentions relating to Claims covered by insurance policies of the Companies and their Subsidiaries in effect immediately prior to the Closing and (iv) related to Environmental Laws, Environmental Compliance Liability or Environmental Conditions.
Unknown Liabilities means each and every liability or obligation of Shoom and its Subsidiaries (whether accrued or contingent) arising out of any event, occurrence or condition prior to the Closing, but only to the extent such liability or obligation (A) is attributable to the period prior to the Closing Date and (B) is not (ii) disclosed in the representations and warranties of the Shoom Stockholders, the Schedules attached hereto.
Unknown Liabilities means all (i) Liabilities that were not known by Epstein, Herrera or Xxxxxx at or prior to the Closing and could not have been discovered had reasonable inquiry been made and (ii) shall include those Liabilities that were not known by Buyer or Parent as a result of all breaches arising from undisclosed exceptions to those representations and warranties made by the Sellers and/or Owners in this Agreement (and the Company Agreements (other than the Employment Agreements) or in any certificate delivered by Sellers and/or Owners at Closing which exceptions were not known by Epstein, Herrera or Xxxxxx at or prior to Closing and could not have been discovered had reasonable inquiry been made.
Unknown Liabilities means the aggregate of all Liabilities to third parties arising out of or related to Gas Operations that (i) existed prior to or on the Effective Date and (ii) were not known on the Effective Date to exist by either the chief financial officer or general counsel of CONSOL Energy.