Pre-Closing Liabilities means all Liabilities of the Company arising out of or resulting from events, actions or omissions occurring or circumstances existing before the Closing. For the avoidance of doubt, Liabilities relating to the performance of Contractual Obligations or of obligations in respect of Permits and Liabilities relating to compliance with Legal Requirements, in each case to the extent such performance or compliance is required after the Closing, shall not be Pre-Closing Liabilities.
Manager does not accept or assume, and shall be deemed not to have accepted or assumed, any Excluded Liabilities or any Pre-Closing Liabilities.
In the case of MUFG as Indemnitor, the MUS Pre-Closing Liabilities, and in the case of MS as Indemnitor, the MSJS Pre-Closing Liabilities.
Covered Pre-Closing Liabilities means any Liabilities of the Operating Company to the extent arising out of the ownership or operation of the Operating Company prior to the Closing Date, other than (a) any Environmental Liabilities, (b) any Pre-Closing Income Tax Liabilities, (c) any Liabilities to the extent reflected on the Latest Balance Sheet and (d) any Liabilities that have arisen since the date of the Latest Balance Sheet in the ordinary course of business.
Notwithstanding anything to the contrary, Seller shall retain all obligations and liabilities with respect to the Acquired Assets for actions or omission that occurred prior to Closing, and Purchaser shall not become liable for, or be deemed to have assumed any of Seller's Pre-Closing Liabilities or other obligations arising from actions or omissions that occurred prior to Closing, whatsoever.
Should Seller be entitled to any amounts under paragraphs (a) or (c) above and any Pre-Closing Liabilities remain outstanding, Buyer shall utilize such amounts to satisfy such Pre-Closing Liabilities and shall pay such amounts directly to the creditors of Seller and on behalf of Seller.