Pre-Closing Liabilities Clause Samples

Pre-Closing Liabilities. It is expressly understood and agreed that the Acquiror shall not be obligated to pay, perform or discharge, and the Contributor shall retain, all obligations and Liabilities of the Contributor other than the Post-Closing Liabilities, including, without limitation, the following (collectively, the “Pre-Closing Liabilities”): (a) Liabilities of the Guarantor and the Contributor relating to indebtedness for borrowed money or bonds (including, without limitation, industrial revenue bonds, that in any respect relate to the Contributed Assets) whether or not such Liabilities are reflected on the Financial Statements and all other Liabilities of the Guarantor and the Contributor not disclosed on the Financial Statements; (b) Liabilities resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Contributor or the Guarantor under this Agreement or any of the Related Agreements; (c) Liabilities for any federal, state, local, foreign or other Taxes of the Guarantor and the Contributor (i) incurred or relating to periods ending on or prior to the Closing, (ii) arising in connection with the consummation of the transactions contemplated by this Agreement or any of the Related Agreements, or (iii) arising or relating to any of the Retained Assets; (d) notwithstanding Section 2.19, Liabilities for all environmental, ecological, natural resource, health, safety, products liability or other Claims, conditions or obligations pertaining to the Guarantor or the Contributor or the Contributed Assets that relate to time periods, circumstances, acts, omissions or events occurring prior to the Closing, including, without limitation, any and all Losses (i) resulting from or arising out of any Environmental Action that relates to any violations of Environmental Laws or Environmental Permits on or prior to the Closing or (ii) incurred as a result of the presence of any Hazardous Materials at, in, on, under or around any of the Contributed Assets or other facilities of the Guarantor of the Contributor on or prior to the Closing, or the disposal of any Hazardous Materials generated in connection with the Contributed Assets prior to the Closing (including, without limitation, any investigation, monitoring, containment, remediation, cleanup or removal thereof after the Closing); (e) Liabilities for warranty claims, quality-related claims or other similar claims arising out of or relating to events or circumstances on ...

Pre-Closing Liabilities. Upon Closing, CNCO will not have liabilities of any nature whether accrued, absolute, contingent or otherwise, whether due or to become due, relating to the Business which arise from any act, matter, circumstance or omission relating to the period prior to the Closing Date except for the Assumed Liabilities and liabilities of CNCO arising pursuant to this Agreement and the Associated Agreements which are expressly intended to be liabilities of CNCO from and after the Closing.

Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof), other than a Company Employee, to the extent such claims relate to treatment or services provided on or prior to the Closing Date.

Pre-Closing Liabilities. Seller shall remain solely responsible for the satisfaction of all claims for life insurance, sickness, accident or disability benefits brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to events occurring on or prior to the Closing Date, and Seller shall remain solely responsible for the satisfaction of all health care claims brought by or in respect of any Transferred Employee (or a spouse or dependent thereof) to the extent such claims relate to treatment or services provided on or prior to the Closing Date.

Pre-Closing Liabilities. Any Liabilities of Seller or its Affiliates arising prior to the Closing (including any such Liabilities arising prior to, but to be performed after, the Closing), including on account of any breach by Seller or any such 15 Affiliate of any term, covenant or provision of any Business Contract, including any Liabilities or other obligation to any contractor, vendor, laborer, or materialman under or in connection with any Business Contract and any Liabilities arising in connection with, or Liens on, the Real Property or the Project, arising prior to the Closing;

Pre-Closing Liabilities. All Liabilities of Seller or any of its Affiliates, calculated as a percentage (based upon the FPL Ownership Interest) of the total Liability relating to the Plant Assets and/or the operation of the Plant Assets occurring during, accrued during, arising from or related to (in whole or in part), in each case, all periods prior to the Closing; provided that this Section 2.1.2(a)(i) shall not be applicable to any Liabilities relating to (A) Decommissioning, which is governed by Section 2.1.2(a)(ii); or (B) CCR, which are governed by Section 2.1.2(a)(iii). For example, if a Governmental Authority issues a ten thousand dollar ($10,000) fine after the Closing for violations of a permit related to a Plant ▇▇▇▇▇▇ Common Facility and the fine is based on circumstances existing both before and after the Closing, such ten thousand dollar ($10,000) fine shall be an Excluded Liability (Seller’s share of which shall be based on the FPL Ownership Interest) under this Section 2.1.2(a)(i). For the avoidance of doubt, however, any Liabilities that are not otherwise Excluded Liabilities pursuant to Section 2.1.2(a)(ii), Section 2.1.2(a)(iii) or Section 2.1.2(a)(iv) and are related solely to the operation of the Plant Assets after the Closing are Assumed Liabilities.

Pre-Closing Liabilities. The term "Pre-Closing Liabilities" as used herein shall mean (A) any claim, debt, liability or obligation of the Corporation of any kind (whether known or unknown, accrued, absolute, contingent or otherwise) which becomes known, is uncovered or arises on or after the Closing Date but which pertains to any actions, omissions, debts, liabilities, obligations, or, to the extent occurring before the Closing Date, facts and events, of the Corporation, created or arising before the Closing Date, and (B) any claim against the Corporation for liability which pertains to or arises from services provided by the Corporation prior to the Closing Date, except, as to (A) and (B): (a) liabilities incurred after the Last Balance Sheet Date in the ordinary course of business that did not, individually or in the aggregate, have a material adverse effect on the Business, assets, results of operations, prospects or condition (financial or otherwise) of the Corporation as of the Closing Date; and (b) liabilities and obligations the responsibility for which has been specifically addressed by the Parties in this Agreement.

Pre-Closing Liabilities. Neither Masuyama nor ▇▇▇▇▇▇▇ has caused ▇▇▇, SAMJ, or any Management Company to incur any Liabilities or defer any Business Revenue of ▇▇▇, SAMJ, and/or any Management Company prior to the date of the Effective Date, other than those Liabilities incurred in the Ordinary Course of Business. Notwithstanding anything contrary in this Agreement or the Transaction Documents, neither Masuyama nor ▇▇▇▇▇▇▇ shall have any personal liability, whether at contract, equity or otherwise, to the Selling Parties, any of their respective Affiliates or any other Person for any claims arising under this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby.

Pre-Closing Liabilities. In the case of MUFG as Indemnitor, the MUS Pre-Closing Liabilities, and in the case of MS as Indemnitor, the MSJS Pre-Closing Liabilities.