Partnership Assumed Liabilities definition

Partnership Assumed Liabilities means all of the debts, liabilities, commitments and obligations of any nature or kind whatsoever of the Partnership, whether or not reflected on the books of the Partnership including, for greater certainty, the Dissent Obligations relating to the Exchangeable LP Units;
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Partnership Assumed Liabilities shall also include the P66 Opco Construction Obligation. Notwithstanding anything to the contrary set forth in this Agreement, the term “Assumed Liabilities” shall not include any Liabilities directly or indirectly incurred by, or attributable to, the P66 Parties by virtue of the ownership of limited partner interests of P66 Opco by Bravo LLC, Charlie LLC and/or Delta LLC, all of which Liabilities shall be “Excluded Liabilities.” For the avoidance of doubt, neither this Section 2.4 nor any other provision of the Contribution Agreement shall be deemed to limit a limited partner’s obligation to make capital contributions to P66 Opco following a valid capital call made by Opco General Partner in accordance with the Amended Partnership Agreement.
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Partnership Assumed Liabilities. As defined in Section 2.6(b).
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More Definitions of Partnership Assumed Liabilities

Partnership Assumed Liabilities has the meaning set forth in Section 2.4. “Partnership Closing Certificate” has the meaning set forth in Section 6.3(c).
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Partnership Assumed Liabilities means:
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Partnership Assumed Liabilities has the meaning set forth in Section 2.4.
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Related to Partnership Assumed Liabilities

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

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

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

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

  • 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.

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

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

  • 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).

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

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

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

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

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

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

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

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

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

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

  • 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.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).