MSJS Pre-Closing Liability means any Pre-Closing Liability of MSJS.
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
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
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 Periods means all taxable periods of the Company ending on or before the Closing Date.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Assumed Liabilities has the meaning set forth in Section 2.3.
Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Seller’s Closing Documents as defined in Section 3.2(a).
Excluded Liabilities has the meaning set forth in Section 2.4.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Transferred Liabilities has the meaning set forth in Section 2.02(a).