Retained Obligations shall have the meaning set forth in Section 2.6.
Retained Liabilities has the meaning set forth in Section 2.4.
Assumed Obligations has the meaning specified in Section 2.2.
Excluded Liabilities has the meaning set forth in Section 2.4.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
Excluded Obligations has the meaning set forth in Section 2.5.
Assumed Liabilities has the meaning set forth in Section 2.3.
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 Losses shall have the meaning set forth in Section 9.1(b).
Apportioned Obligations has the meaning set forth in Section 5.2(b).
Buyer Losses has the meaning set forth in Section 10.1(a).
Retained Contracts shall have the meaning specified in Section 2.1.6.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Retained limit means the greater of:
Seller Damages shall have the meaning given to such term in Section 14.3.
Seller’s Closing Documents as defined in Section 3.2(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Seller Taxes has the meaning set forth in Section 11.1(f).
Retained Assets has the meaning set forth in Section 2.2.
Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.