Operating Liabilities. Any Liability or other obligation (whether absolute, accrued or contingent, xxxxxx or inchoate) which would be required to be assumed by a buyer of all or substantially all of the assets of the Company and its subsidiaries in order to continue, uninterrupted, the business operations of the Company unless, in connection with such assumption, there would customarily be made an adjustment to the purchase price for such liabilities. Operating Liabilities do not include (i) indebtedness for money borrowed or guarantees of any such indebtedness, (ii) refinancings of indebtedness of the kind referred to in clause (i) above, (iii) indebtedness in respect of any subscription agreement, stock or warrant "put" or "call" agreement, phantom stock agreement or similar obligation in respect of an equity or other interest in the Parent measured by an increase in the equity value of the Parent, including, without limitation, the obligations under this Agreement, and (iv) current payables.
Operating Liabilities. All Liabilities with respect to the operation or ownership of the Utility Wind Assets arising prior to the Effective Date that are not Assumed Liabilities; and
Operating Liabilities. All liabilities, responsibilities, obligations, costs and expenses with respect to claims arising in any way with respect to or as a result of the operation of the System if and only to the extent that they relate to Buyer’s ownership of the Acquired Assets or arising out of its operation of the Business, in each case, after the Closing Time, including, without limitation, any and all franchise fees, copyright fees, Taxes or tort claims arising out of the operation of the Business or the ownership of the corresponding Acquired Assets, in each case, after the Closing Time (except for Taxes, which shall be assumed for periods commencing after the Closing Date in accordance with Section 14.5, other than Transaction Taxes, fifty percent (50%) of which shall be assumed in accordance with Section 14.4).
Operating Liabilities. All Liabilities with respect to claims arising in any way with respect to or as a result of the operation of an Acquired Asset during the period prior to the Closing Date;
Operating Liabilities. The Lessee shall assume all Known and Contingent Liabilities, as described below (collectively “Assumed Liabilities”):
Operating Liabilities. All liabilities, responsibilities, obligations, costs and expenses with respect to claims arising in any way with respect to or as a result of the operation of the applicable System if and only to the extent that they relate to Buyer’s ownership of the Acquired Assets or arising out of its operation of the Business, in each case, after the applicable Closing Time, including, without limitation, any and all franchise fees, pole attachment and conduit rentals (other than amounts reflected in item 3 of Schedule 5.10 that accrue prior to the Closing Date for the Florida System), copyright fees, Taxes or tort claims arising out of the operation of the Business or the ownership of the corresponding Acquired Assets, in each case, after the applicable Closing Time (except for Taxes, which shall be assumed for periods commencing after the applicable Closing Date in accordance with Section 14.5, other than Transaction Taxes, which shall be assumed in accordance with Section 14.4).
Operating Liabilities. All liabilities, obligations, costs and expenses arising from or related to the operation of the Systems or the ownership, operation, use or maintenance of the Acquired Assets on or after the Closing Date and programming costs incurred prior to the Closing Date that relate to periods on or after the Closing Date.
Operating Liabilities. All Liabilities which are not Assumed Liabilities to the extent relating to claims, events or conditions arising out of or relating in any way to the operation of the Business or the ownership of the Purchased Assets prior to the Closing, including as a result of the manufacture, design, use, operation, storage, acquisition, development or construction of a Purchased Asset during the period prior to the Closing, and any Liabilities for warranty claims and product liability claims or similar claims, whether occurring prior to or post-Closing, and all Liabilities to customers relating to any Product sold by or on behalf of the Seller or any of its Subsidiary prior to the Closing; Exhibit 2.1
Operating Liabilities. All Liabilities with respect to the operation of an Acquired Asset or the Wholesale Business arising or relating to events that occurred prior to the Closing Date, including any Liabilities associated with Permitted Liens arising prior to the Closing Date.
Operating Liabilities. 9 1.28 OPTION...............................................................9 1.29
