Deferred Closing Liabilities means (i) the Assumed Liabilities to the extent relating to the conduct, operation or ownership of the Business in the Deferred Closing Countries and (ii) the TMM Liabilities.
Assumed Liabilities has the meaning set forth in Section 2.3.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Excluded Liabilities has the meaning set forth in Section 2.4.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Assumed Final Distribution Date The Distribution Date in July 2036.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.
Assumed Obligations has the meaning specified in Section 2.2.
Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.
Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.
Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.
Retained Liabilities has the meaning set forth in Section 2.4.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Closed-End Funds has the meaning set forth in Section 2.1(b).
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).