MUS Pre-Closing Liability means any Pre-Closing Liability of MUS and MUSBJ.
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).
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.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
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 Liabilities has the meaning set forth in Section 2.3.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on 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.
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.
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Seller’s Closing Documents as defined in Section 3.2(a).
Merger Closing shall have the meaning set forth in Section 2.2.
Excluded Liabilities has the meaning set forth in Section 2.4.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Closing Press Release has the meaning set forth in Section 5.4(b).