Post-Closing Liabilities definition

Post-Closing Liabilities has the meaning set forth in Section 2.6(d).

Post-Closing Liabilities has the meaning set forth in Section 1.3(b).

Post-Closing Liabilities means all Liabilities that relate to or arise out of or in connection with the operation, use or occupancy of the Transferred Property of the applicable Purchase Site after the Purchase Option Closing Date. For the avoidance of doubt, “Post-Closing Liabilities” shall not include any Liabilities in connection with any Tower Bonds.

Examples of Post-Closing Liabilities in a sentence

• All persons and entities are hereby forever prohibited and enjoined from taking any action or omitting to act that would adversely affect or interfere with the ability of the Rehabilitator to effect the Plan, and to authorize the transfer of shares and restoration of the Assets of the Pavonia Entities or Post-Closing Liabilities.

• ASSUMPTION OF ASSUMED LIABILITIES 18 2.1 Purchase and Sale of the Purchased Assets 18 2.2 Excluded Assets 20 2.3 Assumption of Liabilities 22 2.4 Excluded Liabilities 22 2.5 Post-Closing Liabilities 25 2.6 Assumption/Rejection of Certain Contracts 25 ARTICLE III.

• Pursuant to Section 2.07 of the Transaction Agreement, the Parties agreed to proceed with the Closing without (A) the sales, transfers, conveyances, assignments or deliveries of the Post-Closing Entities, (B) the sales, transfers, conveyances, assignments or deliveries of the Post-Closing Assets, (C) the assumptions of the Post-Closing Liabilities, (D) obtaining any ECR Client Contract Approval or (E) obtaining any Lease Approval.

• The Parties acknowledge and agree that, notwithstanding anything to the contrary herein and to the extent permitted under applicable Law, the Parties shall treat Buyer or the applicable Buyer Designee, as the case may be, as the owner of all of the Post-Closing Assets, Post-Closing Entities and Post-Closing Liabilities and the party to each ECR Client Contract and Real Property Lease as of the Closing Date for all purposes (including Tax purposes).

• As between Seller and Buyer, Buyer assumes sole liability for all Assumed Liabilities and all Post-Closing Liabilities.

More Definitions of Post-Closing Liabilities

Post-Closing Liabilities means liabilities and obligations to the extent accrued after the Closing Date; provided that, Post-Closing Liabilities do not include any liabilities that accrue after the Closing Date if they arise due to the acts or omissions of Seller before the Closing Date and provided further that in the case of on-going liabilities and obligations, Post-Closing Liabilities include only those that relate to the period after the Closing Date.

Post-Closing Liabilities means all outgoings (including periodic outgoings), expenses, liabilities, obligations, debts, Tax and commitments incurred in connection with the Business and the Assets after and including the Effective Time, excluding, for the avoidance of doubt, the Excluded Liabilities;

Post-Closing Liabilities means all Liabilities to the extent that they arise out of or relate to or are in connection with the ownership, operation, use, maintenance or occupancy of the Included Property of any Site after the Initial Closing Date, but, with respect to any MPL Site, prior to the expiration or earlier termination of the MPL, including all such payment and performance obligations due under any Ground Lease (other than Verizon’s Share of Transaction Revenue Sharing Payments) or Collocation Agreement after the Initial Closing Date. For the avoidance of doubt, “Post-Closing Liabilities” shall include (i) all Liabilities to pay the premiums for any Tower Bonds for MPL Sites and (ii) with respect to any Liabilities that relate to, arise out of or are in connection with the ownership, use, operation, maintenance or occupancy of the Included Property of any Site that exists as of the Initial Closing, any additional Liabilities relating to, arising out of or that are in connection with such Pre-Closing Liabilities from the continued ownership, use, operation, maintenance or occupancy of the Included Property of such Site after the Initial Closing (it being understood and agreed that such “additional Liabilities” shall not mean Liabilities unasserted prior to the Initial Closing).

Post-Closing Liabilities. Means any potential post-closing liabilities of the seller under a PSA, including any taxes imposed on (or filing fees in connection with) and payable or reasonably estimated to be payable by the Trust as a result of such sale, or in connection with a casualty or condemnation.

Post-Closing Liabilities means all liabilities and obligations of the Company or of the Business of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, arising from or related to the use, operation or ownership, on and following the Closing Date, of the Owned Real Property and other assets of the Company and the Business (other than (a) the Buyer Environmental Liabilities, (b) the Seller Environmental Liabilities, (c) Post-Closing Taxes or (d) as otherwise provided in this Agreement).

Post-Closing Liabilities shall have the meaning ascribed to such term in Section 6.2.

Post-Closing Liabilities means all liabilities and obligations, whether such liabilities or obligations relate to payment, performance or otherwise, are matured or unmatured, are known or unknown, are contingent or non-contingent, are fixed or undetermined or are present, future or otherwise, which relate to the ownership, operation, use, sale, lease or licensing of the Contributed Assets by Therics after the Effective Time, including, but not limited to, all liabilities and obligations arising out of, or relating to, any act, occurrence, performance or other event occurring after the Effective Time under the Assumed Contracts (but excluding any liability or obligation arising out of or relating to any performance of or breach under the Assumed Contracts which occurred prior to the Effective Time).