Master Pre-Closing Liabilities definition

Master Pre-Closing Liabilities means all Liabilities of Time Warner Cable and its Affiliates arising out of, resulting from or associated with the use, ownership or operation of the Excluded Assets described in clauses (i), (ii), (vi), (vii), (viii), or (ix) (except, with respect to clause (ix), to the extent related to inventory included in the definition of "Excluded Assets" pursuant to clause (xiii) thereof) in each case to the extent such Liability primarily relates to goods or services provided to or used by the Transferred Business prior to Closing in the ordinary course of business consistent with past practice; provided that the amount of such Liabilities (in total and for each of the categories described above) is identified to Comcast Subsidiary in writing from Time Warner Cable on or prior to the date that is 60 days after Closing.
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Master Pre-Closing Liabilities means all Liabilities of TWE and its Affiliates arising out of, resulting from or associated with the use, ownership or operation of the Excluded Assets described in clauses (i), (ii), (vi), (vii), (viii), or (ix) (except, with respect to clause (ix), to the extent related to inventory included in the definition of “Excluded Assets” pursuant to clause (xiii) thereof) in each case to the extent such Liability primarily relates to goods or services provided to or used by the Transferred Business prior to Closing in the ordinary course of business consistent with past practice; provided that the amount of such Liabilities (in total and for each of the categories described above) is identified to Comcast Subsidiary in writing from TWE on or prior to the date that is 60 days after Closing.
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Master Pre-Closing Liabilities means all Liabilities of Time Warner Cable and its Affiliates arising out of, resulting from or
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Related to Master Pre-Closing Liabilities

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • 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.

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).