Project Liabilities definition

Project Liabilities means those Liabilities arising out of the Transaction Documents.
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Project Liabilities means those Liabilities arising out of the Transaction Documents. “Project Material Adverse Effect” means any condition, circumstance, event or changethat causes a material adverse change after the Agreement Time (a) in the business, condition (financial or otherwise), properties, assets of the Project or the Project Company, taken individually or as a whole, (b) the ability of the Seller or the Project Company to perform its obligations under or to consummate the Transactions, or (c) the validity or enforceability of any Transaction Document, excluding: (i) any event or condition resulting from or relating to changes or developments in Laws, the economy, financial markets or commodity markets; (ii) changes in international, national, regional, state or local wholesale or retail markets for power transmission or fuel supply or transportation or related products, including those due to actions by competitors;(iii) any event or condition generally applicable to the industries in which the Project Company or the Project may relate (including the solar, construction, electric generating, transmission or distribution industries), whether international, national, regional or local; (iv) any order or act of a Governmental Person affecting providers or users of generation, transmission or distribution of electricity generally, that imposes restrictions, regulations or other requirements thereon; (v) changes in general regulatory or political conditions, including any acts of war or terrorist activities; (vi) changes in national, regional, state or local electric interconnection, transmission or distribution procedures or systems; (vii) strikes, work stoppages or other labor disputes affecting third parties; (viii) increases in the costs of commodities or supplies, including those relating to solar facility components; (ix) effects of weather, meteorological or geological events; (x) national, regional, state or local changes in wholesale or retail electric power markets; (xi) changes in general national, regional or local economic or financial conditions (in the case of each of the immediately preceding clauses (i) through (xi), unless any such effect impacts a Project Company in a disproportionate manner relative to other solar electric power generation companies operating in the United States); (xii) any change, financial or otherwise, to the business, affairs or operations of Buyer or any of its Affiliates; or (xiii) any event or condition attributable to the a...
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Project Liabilities means: (a) all liabilities, obligations and commitments of the Parents or their Affiliates under or arising out of this Agreement, the Partnership Agreement, any Project Company Partnership Agreement, the Company Support Agreements or any other Project Agreements, and (b) all liabilities, obligations and commitments incurred or assumed by the Partnership or any Project Company, except that Project Liabilities to be assumed or
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Examples of Project Liabilities in a sentence

  • After the Effective Date, each of Client and Transferee will from time to time, at the request of and without cost or expense to the other, execute and deliver such agreements and take such other actions as may reasonably be requested in order to more effectively consummate the transfer of Project Assets, assumption of Project Liabilities, and the other transactions contemplated by this Agreement.

  • The transfer of the Project Assets and assumption of Project Liabilities will take place on a date determined by Client in its sole discretion (“Effective Date”), as promptly as practicable and in any event within 10 days following satisfaction or waiver of the conditions set out in Sections 7 and 8.

  • Client will also forward to Transferee any correspondence or other communications, including without limitation any written or email inquiries about Project or correspondence relating to accounts payable or other items included in Project Liabilities.

  • Transferee assumes and agrees to pay, perform, and discharge when due, all Project Liabilities.

  • After the Effective Date, each of Client and Transferee will, at the request of and without cost or expense to the other, execute and deliver such agreements and take such other actions as may reasonably be requested in order to more effectively consummate the transfer of Project Assets, assumption of Project Liabilities, and the other transactions contemplated by this Agreement.

  • Client and Transferee agree and acknowledge that Project Assets (including Project Cash) and Project Liabilities will be subject to adjustment for accounting or administrative error, payment of liabilities related to Project which remained outstanding as of the Effective Date, or similar reasons.

  • Less the sum of: • US$850,000 being the total cash payments made by BMET USA.• The Tranche 2 Shares Value $1,883,875.• The aggregate value of the South Mountain Project Liabilities, excluding reclamation and environmental liabilities.

  • Under the Agreement, Client has agreed to transfer Project Assets to Transferee, and Transferee has agreed to assume Project Liabilities from Client.

  • Enter the inpatient Other Third Parties - Traditional contractual adjustments (Accounts 5851.02, 5851.03, and 5851.06) on line 425, column 13.

  • Client will perform an internal financial reconciliation of Project Assets and Project Liabilities during the Holdback Period.


More Definitions of Project Liabilities

Project Liabilities means: (1) all liabilities, obligations and commitments of the Parents or their Affiliates under or arising out of this Agreement, the Partnership Agreement, any Project Company Partnership Agreement (or Shareholders' Agreement), the Company Support Agreements or any Project Agreements, and (2) all liabilities, obligations and commitments incurred or assumed by the Partnership or any Project Company, except that Project Liabilities to be assumed or indemnified by a Parent or its Affiliates shall not include liabilities, obligations and commitments that are specifically intended to apply to the other Parent or its Affiliates following a sale of its Shares pursuant to this Article III or the dissolution or termination of the Partnership or a Project Company (such as obligations under the Site Option Agreement or obligations regarding maintaining confidentiality of information or refraining from competition with the Partnership or a Project Company), or that are incurred by the other Parent or its Affiliates in providing to the Partnership or a Project Company services described in the second sentence of Section 2.2(f) of the Partnership Agreement, or any liabilities for income or franchise taxes.
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Project Liabilities means any liabilities owed or held, or deemed to be owed or held, by the project company in connection with or for use in respect of its project activities;
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Project Liabilities means Client Savings and Third Party Liabilities referred to in Article 2.3.
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Project Liabilities means only those Liabilities of the Company that arise in respect of the Project Agreements and Property Documents, which Liabilities are Disclosed.
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Related to Project Liabilities

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

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

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

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

  • 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.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

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

  • non-current liabilities means all liabilities other than current liabilities

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Environmental Liabilities means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

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

  • Borrower's Liabilities means Borrower’s obligations under this Agreement and any other Transaction Documents.

  • Capitalized Lease Liabilities means all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

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

  • Other Liabilities means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

  • Customer Credit Liabilities means, at any time, the aggregate remaining balance reflected on the books and records of the Loan Parties at such time of (a) outstanding gift certificates and gift cards of the Loan Parties entitling the holder thereof to use all or a portion of the gift certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Loan Parties.

  • 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.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.