Common use of Closing Liabilities Clause in Contracts

Closing Liabilities. “Designated Pre-Closing Liabilities” shall mean: (a) any Closing Date Indebtedness which did not reduce the Purchase Price pursuant to Section 1.3; (b) any Closing Company Transaction Expenses which did not reduce the Purchase Price pursuant to Section 1.3; (c) any claims against the Acquired Companies by officers and directors of the Acquired Companies for indemnification relating to any acts or omissions occurring prior to the Closing; and (d) any liabilities arising out of or relating to any Excluded Subsidiaries or the Pre-Closing Reorganization.