TGG Assumed Liabilities definition

TGG Assumed Liabilities means any and all liabilities, claims or other obligations, known or unknown, relating to, arising from or otherwise attributable to the TGG Assets or the Legacy Business (solely as it related to the TGG Assets) or the procurement, construction, installation, ownership, operation, maintenance or use thereof arising before, on or after the Closing Date, subject to Azure’s indemnification obligations set forth in Section 12.1.
Sample 1

Examples of TGG Assumed Liabilities in a sentence

  • The Xxxxxx Contribution Consideration, the TGG Assumed Liabilities and other relevant items shall be allocated among the Contributed Assets in accordance with their fair market values as reasonably determined by Marlin GP and Azure in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”).

  • Except as set forth on Schedule 5.7 of the Azure Disclosure Schedules or as expressly contemplated by this Agreement, since November 30, 2014, (a) the Legacy Assets have been operated or utilized in the ordinary course and in substantially the same manner consistent with past practices and (b) there have been no changes in the Legacy Assets, the Legacy Business and TGG Assumed Liabilities that would reasonably be expected to have a Legacy Material Adverse Effect.

Related to TGG Assumed Liabilities

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

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

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • 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.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

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

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • 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

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Liabilities Assumed has the meaning provided in Section 2.1.

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • 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.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Covered Liabilities as defined in Subsection 11.21.