Project LLC Pre-Closing Liabilities definition

Project LLC Pre-Closing Liabilities means, with respect to the Project LLC, (a) any Liabilities, including, without limitation, any Claim by a third party to the extent accrued or incurred or otherwise arising or occurring prior to the Closing, and (b) any Liabilities arising out of or occurring as a result of the Orbit Purchase Agreement or Development’s failure to perform its obligations under the Project LLC Purchase Agreement.
Sample 1

Examples of Project LLC Pre-Closing Liabilities in a sentence

  • Development shall solely be responsible for, and shall have paid when due, and shall timely pay, when due, all Project LLC Pre-Closing Liabilities and shall indemnify the Company and the Investor pursuant to and in accordance with Article VIII for all Project LLC Pre-Closing Liabilities.

Related to Project LLC Pre-Closing Liabilities

  • 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

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

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

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

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

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Project Assets means all physical and other assets relating to and forming part of the Site including:

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

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

  • 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.

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

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • 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.