Assumed Property Liabilities definition

Assumed Property Liabilities means liabilities arising pursuant to (a) the Leases, (b) the Permitted Encumbrances, (c) the Assumed Service Contracts, (d) the Ground Lease, (e) the Material Contracts and (f) any other obligation, contract or agreement that Buyer has expressly agreed in writing to assume.
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Assumed Property Liabilities means, with respect to any Property or Partnership Interest, (a) all indebtedness of THCI, the THCI Subsidiaries and the THCI Partnerships for borrowed money, whether or not secured by a Property, outstanding on the Applicable Closing and (b) all other Liabilities of THCI and each THCI Subsidiary or THCI Partnership relating to or arising out of such Property or Partnership Interest, accruing or arising on or after the Applicable Closing, except for Capital Costs incurred or to be incurred (i) under leases and construction contracts relating to such Property that are executed and delivered on or prior to the date of this Agreement (other than in connection with renewals or extensions, exercised or executed after the date of this Agreement, of leases executed on or prior to the date of this Agreement or in connection with improvements or replacements to such Property made after completion of the applicable tenant's initial fit-out work unless the same are required to be performed prior to the Applicable Closing Date) or (ii) in connection with the improvements and other items described in Section 1.01 of the THCI Disclosure Schedule, which THCI shall continue to be obligated to pay (or, to the extent paid by the Acquirors, shall be obligated to reimburse the Acquirors).
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Examples of Assumed Property Liabilities in a sentence

  • As part of the Assumed Property Liabilities, the Buyer shall assume the obligations under all Service Contracts which (i) Buyer does not identify for termination and (ii) even if so identified, nevertheless cannot be terminated prior to Closing in accordance with their terms (collectively the "Assumed Service Contracts").

  • Subject to the terms and conditions of this Agreement and except as otherwise expressly provided herein, Buyer shall, on the Closing Date, assume and agree to pay, perform, fulfill, and discharge when due the Assumed Property Liabilities (except for Claims for which Seller is obligated to indemnify Buyer pursuant to this Agreement) with respect to the Property Assets sold and transferred (directly or indirectly) to Buyer.

  • Subject to the terms and conditions of this Agreement and except as otherwise expressly provided herein, Buyer shall, on the Closing Date (either directly or by virtue of acquiring the interests in the Owner Entity), assume and agree to pay, perform, fulfill, and discharge when due the Assumed Property Liabilities (except for Claims for which Seller is obligated to indemnify Buyer pursuant to this Agreement) with respect to the Property Assets sold and transferred (directly or indirectly) to Buyer.

Related to Assumed Property Liabilities

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Third Party Liability means both of the following:

  • Senior Higher Priority Liabilities means any obligations in respect of principal of the Issuer under any Notes and any other unsecured and unsubordinated obligations (créditos ordinarios) of the Issuer, other than the Senior Non Preferred Liabilities; and

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

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

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

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

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

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

  • 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.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Excluded Assets has the meaning set forth in Section 2.02.

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

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

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

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law.

  • Assumed Debt 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.