Pre-Closing Service Matters definition

Pre-Closing Service Matters means any services performed by any Subsidiary for customers prior to the Closing Date involving any claims for damages, losses, expenses and costs (including consequential, special, incidental, exemplary and punitive damages, cost of redrill, as well as loss of earnings and diminution in value) in which (a) the Subsidiary performed turnkey operations, (b) the Subsidiary took control of the well (or any claims or allegations thereof), (c) insurance coverage is unavailable on the basis that the Subsidiary was in the care, custody or control of the well or the services performed are defined as “your work” under the terms of the relevant policies, or (d) insurance coverage is unavailable for a blowout or loss of control of an oil or gas well or xxxxx, in each case under clauses (a) through (d) above, relating to or in connection with (i) any well, hole, formation, reservoir, oil, gas or water, (ii) any casing, pipe, bit, tool, pump or other drilling or well servicing equipment located beneath the surface of the earth or (iii) any pollution arising from any of the foregoing matters. For the avoidance of doubt, “Pre-Closing Service Matters” includes any deficiency in the amount of insurance to cover such matters to the extent the primary general liability policy limit of $1,000,000 is exhausted and any such damages, losses, expenses and costs related to such matters are not covered under any applicable umbrella or excess liability policy on an excess basis.

Related to Pre-Closing Service Matters

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

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

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes 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.

  • 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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

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

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • 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.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

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

  • Coordinated Transaction Scheduling or “CTS” shall mean the market rules that allow transactions to be scheduled based on a bidder’s willingness to purchase energy from a source in either the NYISO or PJM Control Area and sell it at a sink in the other Control Area if the forecasted price at the sink minus the forecasted price at the corresponding source is greater than or equal to the dollar value specified in the bid.

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).