Definition of Pre-Closing Liabilities

  1. Pre-Closing Liabilities means all Excluded Liabilities that relate to or arise out of or in connection with the operation, use or occupancy of the Included Property of any Site prior to the Applicable Closing Date (whether or not asserted as of or prior to the Applicable Closing Date), including all such payment and performance obligations due under any Ground Lease or Collocation Agreement prior to the Applicable Closing Date. For the avoidance of doubt, the physical condition of any Site, Tower or Equipment prior to or as of the Applicable Closing Date, in and of itself, shall not be deemed to constitute a Pre-Closing Liability.

Definition of Pre-Closing Liabilities in Asset Purchase Agreement

Pre-Closing Liabilities means any Liability relating to facts, events or circumstances occurring prior to the Closing Date.


Definition of Pre-Closing Liabilities in Master Agreement

Pre-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 by the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries prior to the Initial Closing Date (whether or not asserted as of or prior to the Initial Closing Date), including all payments due under any Ground Lease or Collocation Agreement (including Liabilities with respect to revenue sharing) prior to the Initial Closing Date, except in each case to the extent taken into account in determining the proration of expenses pursuant to Section 2.8. For the avoidance of doubt, with respect to any Liabilities that arise out of or relate to or are in connection with the operation, use, maintenance or occupancy of the Included Property of any Site by the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries that exist at the Initial Closing, "Pre-Closing Liabilities" shall only include such Liabilities as of the Initial Closing, and shall not include any additional Liabilities relating to, arising out of or in connection with such Liabilities from the continued ownership, use, operation, maintenance or occupancy of the Included Property of the Sites after the Initial Closing (it being understood and agreed that "additional Liabilities" shall not mean Liabilities unasserted prior to the Initial Closing).


Definition of Pre-Closing Liabilities in Membership Interest Purchase Agreement

Pre-Closing Liabilities means all Excluded Liabilities that relate to or arise out of or in connection with the operation, use or occupancy of the Included Property of any Site prior to the Applicable Closing Date (whether or not asserted as of or prior to the Applicable Closing Date), including all such payment and performance obligations due under any Ground Lease or Collocation Agreement prior to the Applicable Closing Date. For the avoidance of doubt, the physical condition of any Site, Tower or Equipment prior to or as of the Applicable Closing Date, in and of itself, shall not be deemed to constitute a Pre-Closing Liability.