Pre-Closing Non-Scheduled Liabilities definition

Pre-Closing Non-Scheduled Liabilities means all Liabilities of Seller and its Subsidiaries (for the avoidance of doubt, including any Member) to the extent arising out of the conduct of the Business prior to the Closing or events or circumstances relating to the Business existing prior to the Closing, including the Liabilities set forth on Schedule 1.1(j) (including any updates pursuant to Section 8.15); provided, that “Pre-Closing Non-Scheduled Liabilities” shall not include: (a) the Excluded Scheduled Liabilities, (b) all Liabilities for performance after the Closing under any Contract to which any Member is party or otherwise bound (excluding, for the avoidance of doubt, those Liabilities that arise out of any breach of contract, breach of warranty, infringement or violation of Requirements of Law in connection with the performance under such Contracts prior to Closing), (c) any Liability relating to Taxes and (d) any Reimbursable Expenses.
Sample 1

Related to Pre-Closing Non-Scheduled Liabilities

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • 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.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • 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

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Assumed Scheduled Payment means: (i) with respect to any Balloon Mortgage Loan as to which advancing is required hereunder for its Maturity Date (provided that such Balloon Mortgage Loan has not been paid in full, and no Final Recovery Determination or other sale or liquidation has occurred in respect thereof, on or before the end of the Collection Period in which such Maturity Date occurs) and for any subsequent Due Date therefor as of which such Balloon Mortgage Loan remains outstanding and part of the Trust, if no Scheduled Payment (other than the related delinquent Balloon Payment) is due for such Due Date, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment that would have been due in respect of such Balloon Mortgage Loan on such Due Date, if it had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule in effect immediately prior to, and without regard to the occurrence of, its most recent Maturity Date (as such may have been extended in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Balloon Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date therefor as of which the related REO Property or an interest therein remains part of the Trust, the scheduled monthly payment of principal and interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment (or, in the case of a Balloon Mortgage Loan described in clause (i) of this definition, the Assumed Scheduled Payment) that was due in respect of the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan. The amount of the Assumed Scheduled Payment for any A Note shall be calculated solely by reference to the terms of such A Note (as modified in connection with any bankruptcy or similar proceeding involving the related Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof) and without regard to the remittance provisions of the related Intercreditor Agreement.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.