Common use of Pre-Closing Liabilities Clause in Contracts

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. The term "“Pre-Closing Liabilities" ” as used herein shall mean (A) any claim, debt, liability or obligation of any of the Corporation Corporations 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 any such Corporation, created or arising before the Closing Date, and (B) any claim against any of the Corporation Corporations for liability which pertains to or arises from services provided by any of the Corporation Corporations 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 BusinessBusiness of the Corporations, assets, results of operations, prospects or condition (financial or otherwise) of the Corporation Corporations as of the Closing Date; and (b) liabilities and obligations the responsibility for which has been specifically addressed by the Parties in this Agreement.